Common use of No Novation Clause in Contracts

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Credit Prior Loan Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Borrower, the Lenders and Agent hereby agree that this Agreement amends, amends and restates and supersedes the Existing Credit Agreement in its entirety (and is therefore, this Agreement shall not intended to be constitute or operate as effectuate a novation or an accord thereof) and satisfaction all Loans, Letters of Credit and other Obligations of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall on be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and each Guarantor hereby assume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), Agent, and the Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be Obligations under this Agreement. To determined in accordance with the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Notethe rights and duties of Borrower, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing underAgent, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue Lenders with respect to be outstanding hereunder, and shall all matters relating to time periods from and after the Restatement Effective DateDate shall be determined in accordance with the provisions of this Agreement and the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, if requested by such ▇▇▇▇▇▇, be evidenced by Section 12.8) or discharge or release the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by obligations or the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions liens or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder priority of any such Original Note unless such Lender is first notified mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of such claim the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and is given effect, except as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Loan Party from any of their obligations or liabilities under the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentExisting Credit Agreement.

No Novation. (a) This Parent, Borrower, Subsidiary Guarantors, Agents and the Lenders hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party and the fulfillment, restates to the satisfaction of Agents and supersedes each Lender of each of the Existing Credit Agreement conditions precedent set forth in its entirety Section 3.01, the terms and is not intended to be or operate as a novation or an accord and satisfaction provisions of the Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations Borrower outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall on the Restatement Effective Date be Obligations under this Agreement. To remain in full force and effect, except to the extent that the Existing Credit terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement provides that certain terms survive shall be construed as a release or other discharge of the termination Borrower, or any Guarantor from any of its obligations or liabilities under the Existing Credit Agreement or survive any of the payment security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. The Borrower and each Subsidiary Guarantor hereby (a) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the Credit Agreement”, “the Agreement”, “thereto”, “thereof”, “thereunder” or words of principallike import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Collateral Agent, for the benefit of the Lenders, or to grant to the Collateral Agent, for the benefit of the Lenders a security interest and all other amounts payable thereunderin or lien on, then such terms shall survive any collateral as security for the amendment and restatement Obligations of the Borrower from time to time existing in respect of the Existing Credit Agreement. (b) On , such pledge, assignment or grant of the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Closing Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Closing Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Closing Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Revolving Lender shall be deemed to be cancelled and, if such Revolving Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Closing Date (regardless of whether any Revolving Lender shall have delivered to the Borrower for cancellation any the Original Revolving Note held by it). Each Revolving Lender, whether or not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to deliver each the Original Revolving Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note Notes held by a Revolving Lender as of the Restatement Effective Closing Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Closing Date, if requested by the Revolving Lender holding such ▇▇▇▇▇▇Original Revolving Note, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this AgreementNotes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇Revolving Lender’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Revolving Note unless such Revolving Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This The Loan Parties, the Administrative Agent and the Lenders hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction provisions of the Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations Loan Parties outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall on the Restatement Effective Date be Obligations under this Agreement. To remain in full force and effect, except to the extent that the Existing Credit terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement provides that certain terms survive shall be construed as a release or other discharge of the termination Loan Parties, or any guarantor from any of its obligations or liabilities under the Existing Credit Agreement or survive any of the payment notes, security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. The Loan Parties hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of principallike import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirm and agree that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Administrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the benefit of the Lenders, a security interest and all other amounts payable thereunderin or lien on, then such terms shall survive any collateral as security for the amendment and restatement Obligations of the Loan Parties from time to time existing in respect of the Existing Credit Agreement. (b) On , such pledge, assignment or grant of the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, first date it became effective. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and shall from filed separately with the Securities and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentExchange Commission.

No Novation. (a) This Neither this Agreement amends, restates and supersedes nor the Existing effectiveness of the Restated Credit Agreement shall discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment Effective Date in its entirety favor of the Original Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Original Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including by the Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Original Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder except as provided for thereunderherein, and such obligations are in all respects continuing with only the terms being modified as provided in this Agreement and in the Restated Credit Agreement. Without limiting the generality The Original Credit Agreement and each of the foregoing other Loan Documents shall remain in full force and effect, until and except as modified hereby (i) including by the Restated Credit Agreement). This Agreement shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Original Credit Agreement shall on and the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Restated Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Restated Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement, this Agreement or survive the payment in full of principal, interest and all any other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Restated Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amendsUntil this Amendment becomes effective in accordance with its terms and the Amendment No. 1 Effective Date shall have occurred (except to the extent otherwise set forth in the final paragraph of Section 5 hereof), restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on remain in full force and effect and shall not be affected hereby. On and after the Restatement Amendment No. 1 Effective Date become Loans hereunder and (ii) Date, all other Obligations outstanding obligations of the Borrower under the Existing Credit Agreement shall on become obligations of the Restatement Effective Date be Obligations Borrower under this Agreement. To the extent the Existing Restated Credit Agreement provides that certain terms survive and the termination provisions of the Existing Credit Agreement or survive shall be superseded by the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement provisions of the Existing Restated Credit Agreement. (b) On Without limiting the Restatement generality of the foregoing, this Agreement shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Security Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement, in each case which shall remain outstanding on and after the Amendment No. 1 Effective Date as modified hereby. Nothing implied herein shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities as a “Borrower” or a “Guarantor” under the Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.11, 5.1, 5.5, 12.6 and 13.1 of the Existing Credit Agreement as in effect immediately prior to the Amendment No. 1 Effective Date will continue to be effective as to all matters arising out of or in any way related to facts or events existing or occurring prior to the Amendment No. 1 Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender . (c) Nothing herein shall be deemed to be cancelled andentitle the Borrower or any other Loan Party to any future consent to, if such Lender has requested a Revolving Note and/or Term Note hereunderor waiver, amended and restated by amendment, modification or other change of, any of the Revolving Note terms, conditions, obligations, covenants or Term Noteagreements contained in the Existing Credit Agreement, as applicablethe Restated Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, delivered hereunder on or about any reference in the Restatement Effective Date (regardless of whether any Lender shall have delivered Loan Documents to the Borrower “Credit Agreement” shall mean the Restated Credit Agreement. This Amendment shall constitute a “Loan Document” for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as all purposes of the Restatement Effective Date shall continue to be outstanding hereunder, Restated Credit Agreement and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentother Loan Documents.

No Novation. The terms and conditions of the Existing Credit Agreement are amended as set forth in, and restated in their entirety and superseded by, this Agreement. Nothing in this Agreement shall be deemed to be a novation of any of the Obligations as defined in the Existing Credit Agreement or in any way impair or otherwise affect the rights or obligations of the parties thereunder (aincluding with respect to Revolving Loans and representations and warranties made thereunder) This except as such rights or obligations are amended or modified hereby. Notwithstanding any provision of this Agreement amendsor any other Loan Document or instrument executed in connection herewith, restates the execution and supersedes delivery of this Agreement and the incurrence of Obligations hereunder shall be in substitution for, but not in payment of, the Obligations owed by the Loan Parties under the Existing Credit Agreement. The Existing Credit Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in its entirety and is not intended a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to be or operate as a novation or an accord and satisfaction the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the obligations evidenced thereby required parties hereto or provided for thereunderthereto. Without limiting From and after the generality of Closing Date, each reference to the foregoing (i) all “LoansAgreement”, “Credit Agreement” under (and as defined in) or other reference originally applicable to the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment contained in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender any Loan Document shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant reference to this Agreement, and shall in any event be evidenced byas amended, and governed by the terms ofsupplemented, this Agreement. Each Lender hereby agrees restated or otherwise modified from time to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymenttime.

No Novation. It is the express intent of the parties hereto that this Agreement (ai) This Agreement amends, restates and supersedes shall re-evidence the Borrowers’ indebtedness under the Existing Credit Agreement Agreement, (ii) is entered into in its entirety substitution for, and not in payment of, the obligations of the Borrowers under the Existing Credit Agreement, and (iii) is not in no way intended to be or operate as constitute a novation or an accord and satisfaction of any of the Borrowers’ indebtedness which was evidenced by the Existing Credit Agreement or any of the obligations evidenced thereby or provided for thereunderother Loan Documents. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the generality foregoing, upon the effectiveness hereof: (a) all letters of credit issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the Closing Date shall continue as Letters of Credit issued under (and shall be governed by the terms of) this Agreement, (b) all Obligations constituting Guaranteed Swap Obligations with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents and (c) the Agent shall make such reallocations of each Lender’s share of the foregoing outstanding Loans under the Existing Credit Agreement as are necessary in order that each such Lender’s share of the outstanding Loans hereunder reflects such Lender’s ratable share of the Aggregate Commitments hereunder. On the Closing Date, the Borrowers shall pay to the Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (i) all “Loans” accrued and unpaid facility and utilization fees under the Existing Credit Agreement through the Closing Date, (ii) accrued and unpaid interest on Base Rate Loans under (and as defined in) the Existing Credit Agreement shall through the Closing Date and (iii) any amounts due to such Lenders on the Restatement Effective Closing Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement pursuant to Section 3.05 of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is shall not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality payment of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date be Obligations obligations outstanding under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive instruments securing the payment same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement any of the Existing Credit Agreement. (b) On Loan Parties under any Loan Document from any of its obligations and liabilities as Borrower, Guarantor or pledgor under any of the Restatement Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the Original Revolving Notedate of this Agreement shall continue to be effective and, if anyunless the context otherwise requires, and Original Term Note, if any, held by each Lender any reference to the “Credit Agreement” contained therein shall be deemed to be cancelled andrefer to this Agreement. Notwithstanding the foregoing, if such Lender has the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it)Agents. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byIn Witness Whereof, the Original Revolving Note and Original Term Note held by a Lender parties hereto have caused this Agreement to be duly executed as of the Restatement Effective Date shall continue to be outstanding hereunderdate first above written. CL Media Holdings LLC, as Borrower By: Name: Title: Bright Mountain Media, Inc., as Guarantor Name: Title: as Guarantor Name: Title: as Guarantor Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and shall from and after the Restatement Effective DateCollateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, if requested by such ▇▇▇▇▇▇L.P., be evidenced by the Revolving Note and/or Term Note received by such as Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.By: Name: Title: Schedule 1 Guarantors Commitments LENDER COMMITMENT PRO RATA SHARE Schedule 5.02 Schedule 5.03 Schedule 5.07(b) Schedule 5.08

No Novation. (a) This Neither this Agreement amends, restates and supersedes nor the Existing effectiveness of the Restated Credit Agreement shall discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment Effective Date in its entirety and is not intended to be or operate as a novation or an accord and satisfaction favor of the Existing Credit Agreement or Administrative Agent for the obligations evidenced thereby or provided for thereunder. Without limiting the generality benefit of the foregoing (i) Secured Parties securing payment of the Obligations are in all “Loans” under (respects continuing and in full force and effect with respect to all Obligations. Nothing herein contained shall be construed as defined in) a substitution or novation, or a payment and reborrowing, or a termination, of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same, which shall on remain in full force and effect, except as modified hereby (including by the Restatement Effective Date be Obligations under Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement. To , the extent Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement provides that certain or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder except as provided herein, and such obligations are in all respects continuing with only the terms survive being modified as provided in this Agreement and in the termination Restated Credit Agreement. The Existing Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby (including by the Restated Credit Agreement). This Agreement shall constitute a Loan Document for all purposes of the Existing Credit Agreement or survive and the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Restated Credit Agreement. (b) On . Each Guarantor further agrees that nothing in the Restatement Effective DateRestated Credit Agreement, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender this Agreement or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Restated Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes Amendment shall not extinguish the Existing Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment No. 2 Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a “Loan Document” for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender this Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This The Borrower, the Lenders, and the Agent agree that upon the execution and delivery of this Agreement amendsby each of the parties hereto, restates the terms and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction conditions of the Existing Credit Agreement or shall be and hereby are amended, superseded, and restated in their entirety by the terms and provisions of this Agreement. It is the intent of the parties hereto that this Agreement (i) shall re-evidence, in part, the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a novation of any of the Borrower’s obligations and indebtedness which were evidenced thereby by the Existing Credit Agreement or provided for thereunderany of the other Loan Documents delivered in connection therewith, including any Notes or fee letters related thereto. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the generality foregoing, all Existing Letters of the foregoing (i) all “Loans” under (Credit and as defined in) the Existing other Letters of Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations continue as Letters of Credit under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest (and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, ) this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentAgreement as provided in Section 2.4.

No Novation. (a) This Borrowers, Agent and the Lenders hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party and the fulfillment, restates to the satisfaction of Agent and supersedes each Lender of each of the Existing conditions precedent set forth on Schedule 3.1, the terms and provisions of the Original Credit Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement and the Security Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing obligations of Borrowers outstanding under the Original Credit Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower, or any Guarantor from any of its obligations or liabilities under the generality Original Credit Agreement or any of the foregoing security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “Loansthe Credit Agreement”, “the Loan Agreement”, “thereto”, “thereof”, “thereunder” under (and as defined in) or words of like import referring to the Existing Original Credit Agreement shall on mean the Restatement Effective Date become Loans hereunder Original Credit Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Agreement provides that certain terms survive the termination of the Existing Original Credit Agreement or survive any Loan Document executed in connection therewith purports to assign or pledge to the payment in full of principalAgent, interest and all other amounts payable thereunder, then such terms shall survive for the amendment and restatement benefit of the Existing Lenders, or to grant to the Agent, for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of any Borrower from time to time existing in respect of the Original Credit Agreement. (b) On , such pledge, assignment or grant of the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Agreement amendsAfter the Restatement Effective Date, restates and supersedes all the obligations of the Borrower under the Existing Credit Agreement in its entirety shall become obligations under the Amended and is not intended to Restated Credit Agreement, secured by the Loan Documents as reaffirmed hereby. Neither this Agreement nor the execution, delivery or effectiveness of the Amendment and Restatement Agreement shall extinguish the obligations for the payment of money outstanding under the Amendment and Restatement Agreement or the Amended and Restated Credit Agreement or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the obligations outstanding under the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (Amended and as defined in) the Existing Restated Credit Agreement or instruments securing the same, which shall on remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing express or implied in this Agreement, the Amendment and Restatement Effective Date become Loans hereunder Agreement, the Amended and (ii) all Restated Credit Agreement or in any other Obligations outstanding document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, the Borrower or any Subsidiary Loan Party under any Loan Document from any of its obligations and liabilities as “Holdings”, a “Borrower”, a “Subsidiary Loan Party”, a “Guarantor”, a “Grantor”, a “Pledgor”, a “party to the Indemnity, Subrogation and Contribution Agreement” or a “party to the Collateral Assignment” under the Existing Credit Agreement shall on or the Restatement Effective Date be Obligations under this AgreementLoan Documents. To the extent the Existing Credit Agreement provides that certain terms survive the termination Each of the Existing Credit Agreement or survive and the payment Loan Documents shall remain in full of principalforce and effect, interest until and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment except to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim extent modified hereby or in connection herewith and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymenttherewith.

No Novation. (ai) This The parties hereto acknowledge and agree that (i) this Agreement amendsand the other Loan Documents, restates whether executed and supersedes delivered in connection herewith or otherwise, do not constitute a novation of the Obligations under the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Loan Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting other Loan Documents as in effect prior to the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and Closing Date, (ii) all other the Obligations outstanding under the Existing Loan Agreement and such other Loan Documents are in all respects continuing, in each case as amended and restated hereby and which are in all respects hereinafter subject to the terms herein, and for avoidance of doubt, all Letters of Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent issued pursuant to the Existing Credit Loan Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note issued hereunder, and (iii) the Liens and security interests as granted under the applicable Loan Documents securing payment of such Obligations are in all respects continuing and in full force and effect pursuant to the terms therein and are reaffirmed hereby. The Loan Party Obligors are each absolutely and unconditionally indebted under the Existing Loan Agreement and the other Loan Documents (in each case as amended and restated by the Revolving Note or Term Note, this Agreement) and that all Obligations (as applicable, delivered defined therein) constitute Obligations hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered pursuant to the Borrower for cancellation terms herein, and none of them have any Original Note held by it). Each Lenderoffsets, defenses, or counterclaims under the Existing Loan Agreement or the other Loan Documents immediately prior to the Closing Date, and, to the extent that any such offsets, defenses or counterclaims exist or may have existed immediately prior to the Closing Date, the Loan Party Obligors each hereby WAIVES and RELEASES the same. (ii) The parties hereto acknowledge and agree that this Agreement is an amendment and restatement limited as written and, except as expressly provided herein or in any other Loan Document, is not a consent to any other amendment, restatement or waiver or other modification, whether or not requesting a Note hereundersimilar and, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment except as expressly provided herein or in any other Loan Document, all terms and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as conditions of the Restatement Effective Date shall continue to be outstanding hereunder, Loan Documents remain in full force and shall from and after the Restatement Effective Date, if requested effect unless otherwise specifically amended hereby or by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentother Loan Document.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement and each other Loan Document (a) This Agreement amendsas such term is defined in the Prior Loan Agreement), restates shall be and supersedes hereby are amended, restated and superseded in their entirety by the Existing Credit Agreement in its entirety terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement, any instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments or other Loan Documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality any of the foregoing security agreements, pledge agreements, mortgages, guaranties or other Loan Documents (as such term is defined in the Prior Loan Agreement), executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Agreement amendsdoes not discharge or release the obligations under the Original US Loan Agreement, restates the Original Canadian Loan Agreement and supersedes the Existing Credit Agreement other Original Financing Agreements or the Lien (as such term is defined in its entirety and is not intended to the Loan Agreements) or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations outstanding under the Original US Loan Agreement, the Original Canadian Loan Agreement and the other Original Financing Agreements or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or any Obligor under the Original Financing Agreements from any of its obligations evidenced thereby and liabilities as a “Borrower” or provided for “Obligor” thereunder. Without limiting the generality of the foregoing The undersigned hereby (i) all “Loans” under (confirms and as defined in) the Existing Credit agrees that each Original Financing Agreement to which it is a party is, and shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment continue to be, in full of principal, interest force and effect and is hereby ratified and confirmed in all other amounts payable thereunder, then respects except that on and after the date hereof all references in any such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, Original Financing Agreement to “the Original Revolving Note, if any, and Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Term Note, if any, held by each Lender Financing Agreements shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, mean the Original Financing Agreement as amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date respective Financing Agreement and (regardless of whether any Lender shall have delivered ii) confirms and agrees that to the Borrower for cancellation extent that any Original Note held by it). Each Lender, whether such Financing Agreement purports to assign or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it pledge to the Secured Party a security interest in or Lien (as such term is defined in the Loan Agreements) on, any collateral as security for the obligations of the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, or any Obligors from time to time existing in respect of the Original Revolving Note and Original Term Note held by a Lender as Financing Agreements, such pledge, assignment and/or grant of the Restatement Effective Date shall continue to be outstanding hereunder, security interest or Lien (as such term is defined in the Loan Agreements) is hereby ratified and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall confirmed in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentrespects.

No Novation. (a) This Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Credit Prior Loan Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Bank, or to grant to the Bank a Lien on, any collateral as security for the Obligations of Borrower from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, Lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Agreement amends, restates and supersedes the Existing KWI Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing KWI Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing KWI Credit Agreement shall on the Restatement Effective Closing Date become Loans hereunder, (ii) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and (iiiii) all other Obligations outstanding under the Existing KWI Credit Agreement shall on the Restatement Effective Closing Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Closing Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Revolving Lender shall be deemed to be cancelled and, if such Revolving Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Closing Date (regardless of whether any Revolving Lender shall have delivered to the Parent Borrower for cancellation any the Original Note held by it). Each Revolving Lender, whether or not requesting a Revolving Note hereunder, shall use its commercially reasonable efforts to deliver each any Original Note held by it to the Parent Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note Notes held by a Revolving Lender as of the Restatement Effective Closing Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Closing Date, if requested by the Revolving Lender holding such ▇▇▇▇▇▇Original Note, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this AgreementNotes, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Revolving Lender hereby agrees to indemnify and hold harmless the Parent Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Parent Borrower arising out of such ▇▇▇▇▇▇Revolving Lender’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Parent Borrower for cancellation, subject to the condition that no the Parent Borrower shall not make any payment to any Person claiming to be the holder of any such Original Note unless such Revolving Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇Revolving Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes does not extinguish the Existing obligations for the payment of money outstanding under the Original Credit Agreement in its entirety or discharge or release the Obligations under, and is not intended to be or operate as a novation or an accord and satisfaction of defined in, the Existing Original Credit Agreement or the obligations evidenced thereby creation, perfection or priority of any mortgage, pledge, security agreement or any other security therefor except as expressly provided for thereunder. Without limiting herein or in instruments executed concurrently herewith or after the generality execution of the foregoing (i) all “Loans” under (Original Credit Agreement and prior to the Closing Date. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and as defined in, the Original Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith or after the execution of the Original Credit Agreement and prior to the Closing Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Original Credit Agreement through the Closing Date shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be capitalized and thereupon amended, restated, converted and continued or cancelled, as applicable, pursuant to Section 2.01. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Original Credit Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder except as expressly provided in Section 2.01 hereof or elsewhere herein or in instruments executed concurrently herewith or after the execution of the Original Credit Agreement and prior to the Closing Date. Each Loan Party hereby (i) confirms and agrees that except as expressly provided in Section 2.01 hereof or elsewhere herein or in instruments executed concurrently herewith or after the Existing execution of the Original Credit Agreement and prior to the Closing Date, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Original Credit Agreement shall on mean the Restatement Effective Date become Loans hereunder Original Credit Agreement as amended and restated by this Agreement and (ii) all other Obligations outstanding under confirms and agrees that to the Existing extent that any such Loan Document purports to assign or pledge to the Agent a security interest in or Lien on any collateral as security for the obligations of the Borrowers or the Guarantors from time to time existing in respect of the Original Credit Agreement shall on and the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination Loan Documents, such pledge, assignment and/or grant of the Existing Credit Agreement security interest or survive lien is hereby ratified and confirmed in all respects except as otherwise expressly provided herein. The Lenders hereby authorize the payment in full of principalexecution, interest delivery and all other amounts payable thereunder, then such terms shall survive the amendment and restatement performance of the Existing Credit Agreement. (b) On Omnibus Amendment by the Restatement Effective DateBorrower, the Original Revolving Note, if anySubsidiary Guarantors and the Collateral Agent, and Original Term Note, if any, held by each Lender shall be deemed the amendments made to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended the Security Agreement and restated the Subsidiary Guaranty pursuant thereto are hereby consented to by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentLenders.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or constitutes an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On Agreement and does not extinguish the Restatement Effective Dateobligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations outstanding under, and as defined in, the Original Revolving NoteExisting Credit Agreement or the Lien or priority of any mortgage, if anypledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and Original Term Noteas defined in, if anythe Existing Credit Agreement or instruments securing the same, held which shall remain in full force and effect, except as modified hereby or by each Lender instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be deemed construed as a release or other discharge of any Loan Party under the Existing Credit Agreement or any of the other Loan Documents from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. Each party hereto hereby (a) confirms and agrees that each Loan Document to be cancelled andwhich it is a party is, if and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Amendment and Restatement Closing Date all references in any such Lender has requested a Revolving Note and/or Term Note hereunder, Loan Document to (i) “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement and (ii) the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date “Borrower” shall continue to be outstanding hereunderrefer to Acutus Medical, Inc. and shall from (b) confirms and after agrees that to the Restatement Effective Dateextent that any such Loan Document purports to assign or pledge to the Administrative Agent a security interest in or Lien on, if requested by such ▇▇▇▇▇▇, be evidenced by any collateral as security for the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless obligations of the Borrower from time to time existing in respect of the Existing Credit Agreement and against any the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentrespects.

No Novation. (a) This Agreement amends, restates and supersedes Incremental RCF Amendment shall not extinguish the Existing Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Incremental RCF Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Incremental RCF Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Incremental RCF Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Incremental RCF Amendment shall constitute a “Loan Document” for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender this Incremental RCF Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Neither this Agreement amendsnor the execution, restates and supersedes delivery or effectiveness of the Amendment shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement in its entirety and is not intended to or discharge or release the Lien or priority of any Reaffirmed Document or any other security therefor. Nothing herein contained shall be or operate construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or an accord instruments securing the same, which shall remain in full force and satisfaction effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, the Amendment or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of the US Borrower or any of its Subsidiaries under any Reaffirmed Document from any of its obligations and liabilities as the “US Borrower”, a “Subsidiary”, a “Pledgor”, a “Grantor” or a “Guarantor” under the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunderReaffirmed Documents. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination Each of the Existing Credit Agreement or survive and the payment Reaffirmed Documents shall remain in full force and effect, until (as applicable) and except to any extent modified hereby or by the Amendment or in connection herewith and therewith. Compass Minerals (Europe) Limited Compass Minerals (UK) Limited London Salt Limited Direct Salt Supplies Limited ▇.▇. ▇▇▇▇ & Co. (Nantwich) Limited NASC Nova Scotia Company Compass Minerals Canada Inc. Compass Canada Limited Partnership Compass Minerals Nova Scotia Company Compass Resources Canada Company SUPPLEMENT NO. _____ dated as of, to the Foreign Guaranty dated as of principalNovember 28, interest and all other amounts payable thereunder2001, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, as amended and restated by as of December 22, 2005, among SIFTO CANADA CORP., a corporation continued and amalgamated under the Revolving Note or Term Notelaws of the province of Nova Scotia, Canada (the “Canadian Borrower”), SALT UNION LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower” and, together with the Canadian Borrower, the “Foreign Borrowers”), each other Foreign Subsidiary of COMPASS MINERALS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), listed on Schedule I thereto (the “Foreign Subsidiary Guarantors”; the Foreign Borrowers and the Foreign Subsidiary Guarantors are referred to collectively herein as the “Foreign Guarantors”) and JPMORGAN CHASE BANK, N.A., a national banking association (“JPMCB”), as applicable, delivered hereunder on or about the Restatement Effective Date collateral agent (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byin such capacity, the Original Revolving Note and Original Term Note held by a Lender “Collateral Agent”) for the Secured Parties (as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentdefined therein).

No Novation. (a) This Effective as of the Restatement Effective Date, this Agreement amendsshall amend, restates restate and supersedes supersede the Existing Credit Agreement in its entirety entirety, except as provided in this Section 10.23. On the date hereof, the rights and is obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents shall continue under, but as amended and restated by this Agreement and the other Loan Documents, and shall not intended to in any event be terminated, extinguished or operate annulled but shall hereafter be governed by this Agreement and the other Loan Documents. This Agreement represents a modification, and not a novation, of the respective credit facilities under the Existing Credit Agreement and nothing contained herein shall be construed as a novation of the “Obligations” outstanding under, and as defined respectively in, the Existing Credit Agreement, all of which shall remain in full force and effect, except as modified hereby. The Loan Parties acknowledge, represent and warrant that they have no claims, defenses or an accord and satisfaction of offsets with respect to the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality any of the foregoing “Loan Documents” (i) all “Loans” under (and as defined inin the Existing Credit Agreement) related thereto and that immediately prior to the effectiveness of this Agreement, the Existing Credit Agreement and such other loan documents are valid, binding and enforceable in accordance with the terms thereof. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under mean this Agreement. To Notwithstanding anything to the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment contrary in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement Section 2.12(f) of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered Lenders hereby agree to the Borrower for cancellation any Original Note held by it)non-ratable repayment of certain of the Existing Lenders’ Existing Loans and agree that Section 2.12(f) shall not apply to such repayment. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it Notwithstanding anything to the Borrower for cancellation and/or amendment contrary in Section 10.01 and restatement. All amounts owing under, and evidenced by, without limited the Original Revolving Note and Original Term Note held by a Lender as effect of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to other provisions of this Agreement, each Lender agrees and shall in any event be evidenced by, affirms the amendments and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentmodifications set forth herein.

No Novation. (a) This Agreement amends, restates constitutes an amendment and restatement of and supersedes the Existing Credit Prior Financing Agreement in its entirety and is does not intended to be or operate as a novation or an accord and satisfaction extinguish the obligations for the payment of money outstanding under the Existing Credit Prior Financing Agreement or discharge or release the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (Obligations under, and as defined in) , the Existing Credit Prior Financing Agreement or the Lien or priority of any mortgage, pledge, security agreement or any other security therefor except as provided herein. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byas defined in, the Original Revolving Note and Original Term Note held by a Lender as Prior Financing Agreement or any of the Restatement Effective Date instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Prior Financing Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder except as provided herein. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be outstanding hereunderbe, in full force and effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and shall from is hereby ratified and confirmed in all respects except that on and after the Restatement Effective DateDate all references in any such Loan Document to “the Financing Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Prior Financing Agreement shall mean the Prior Financing Agreement as amended and restated and superseded by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to any Agent Party or any Lender a security interest in, if requested by or Lien on, any collateral as security for the obligations of the Loan Parties from time to time existing in respect of the Prior Financing Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and confirmed in all respects, as amended hereby or thereby. BORROWER: LION OIL COMPANY, an Arkansas corporation, as the Borrower By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim ▇▇ Title: Executive Vice President and is given the opportunity, at such Chief By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇’s sole cost ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and expense, to assert any defenses to such payment.Chief Accounting GUARANTORS:

No Novation. (a) This Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Credit Prior Loan Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Borrower, Administrative Agent and Lenders hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction provisions of the Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations Borrower outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall on the Restatement Effective Date be Obligations under this Agreement. To remain in full force and effect, except to the extent that the Existing Credit terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement provides that certain terms survive the termination shall be construed as a release or other discharge of Borrower, or any guarantor from any of its obligations or liabilities under the Existing Credit Agreement or survive any of the payment notes, security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of principallike import referring to the Existing Credit Agreement shall [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Administrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the benefit of the Lenders a security interest and all other amounts payable thereunderin or lien on, then such terms shall survive any collateral as security for the amendment and restatement Obligations of Borrower from time to time existing in respect of the Existing Credit Agreement. (b) On , such pledge, assignment or grant of the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, first date it became effective. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and shall from filed separately with the Securities and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentExchange Commission.

No Novation. (a) This Agreement amends, restates and supersedes does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement in its entirety or discharge or release the Obligations under, and is not intended to be or operate as a novation or an accord and satisfaction of defined in, the Existing Revolving Credit Agreement or the obligations evidenced thereby creation, perfection or priority of any mortgage, pledge, security agreement or any other security therefor except as expressly provided for thereunderherein. Without limiting the generality Nothing herein contained shall be construed as a substitution or novation of the foregoing (i) all “Loans” under (Obligations outstanding under, and as defined in) , the Existing Revolving Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith or after the execution of the Existing Revolving Credit Agreement and prior to the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Revolving Credit Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the Revolving Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Revolving Credit Agreement shall on mean the Restatement Effective Date become Loans hereunder Existing Revolving Credit Agreement as amended and restated by this Agreement and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Existing Credit Agreement provides that certain terms survive Agent a security interest in or Lien on any collateral as security for the termination obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Revolving Credit Agreement or survive and the payment in full of principalLoan Documents, interest and all other amounts payable thereundersuch pledge, then such terms shall survive the amendment and restatement assignment and/or grant of the Existing Credit Agreementsecurity interest or lien is hereby ratified and confirmed in all respects except as otherwise expressly provided herein. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This The parties hereto hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Prior Credit Agreement Documents shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing obligations of Borrowers outstanding under the Prior Credit Agreement Documents or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrowers, or any Guarantor from any of its obligations or liabilities under the generality Prior Credit Agreement Documents or any of the foregoing security agreements, pledge agreements, mortgages, other Loan Documents, environmental indemnities, or guaranties executed in connection therewith. Borrowers hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all “Loans” under (respects except that on and as defined in) after the Existing Closing Date all references in any such Loan Document to the "the Credit Agreement", "Advance Formula Agreement", "Addendum", "Master Revolving Notes", "thereto", "thereof", "thereunder" or words of like import referring to the Prior Credit Agreement Documents shall on mean the Restatement Effective Date become Loans hereunder Prior Credit Agreement Documents as amended and restated by this Agreement; and (ii) all other Obligations outstanding under confirms and agrees that to the Existing extent that the Prior Credit Agreement shall on Documents or any other Loan Document executed in connection therewith purports to collaterally assign or pledge to Agent, or to grant to Agent, a security interest in or lien on, any collateral as security for the Restatement Effective Date be Obligations under this Agreement. To Indebtedness from time to time existing in respect of the extent the Existing Prior Credit Agreement provides that certain terms survive the termination Documents, such pledge, collateral assignment or grant of the Existing Credit Agreement security interest or survive lien is hereby ratified and confirmed in all respects as a collateral assignment, pledge or grant to Agent for the payment in full ratable benefit of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if anyLenders, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Effective as of the Restatement Effective Date, this Agreement amendsshall amend, restates restate and supersedes supersede the Existing Credit Agreement in its entirety entirety, except as provided in this Section 10.23. On the date hereof, the rights and is obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents shall continue under, but as amended and restated by this Agreement and the other Loan Documents, and shall not intended to in any event be terminated, extinguished or operate annulled but shall hereafter be governed by this Agreement and the other Loan Documents. This Agreement represents a modification, and not a novation, of the respective credit facilities under the Existing Credit Agreement and nothing contained herein shall be construed as a novation of the “Obligations” outstanding under, and as defined respectively in, the Existing Credit Agreement, all of which shall remain in full force and effect, except as modified hereby. The Loan Parties acknowledge, represent and warrant that they have no claims, defenses or an accord and satisfaction of offsets with respect to the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality any of the foregoing “Loan Documents” (i) all “Loans” under (and as defined inin the Existing Credit Agreement) related thereto and that immediately prior to the effectiveness of this Agreement, the Existing Credit Agreement and such other loan documents are valid, binding and enforceable in accordance with the terms thereof. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” shall on mean this Agreement. In connection with this Agreement, the Restatement Effective Date become existing Loans hereunder and (ii) all other Obligations outstanding of certain of the Existing Lenders that were funded under the Existing Credit Agreement shall on (the Restatement Effective Date “Existing Loans”) will be Obligations repaid in full with the proceeds of the Revolving Loans and upon receipt by such Existing Lender of all amounts owed to such Exiting Lender under this Agreement. To the extent the Existing Credit Agreement provides as of the Restatement Effective Date, such Existing Lender shall cease to be a “Lender” under the Existing Credit Agreement and shall have no further commitment to advance funds or extend credit or participate in any Letters of Credit or other credit that certain terms survive the termination of has been extended under the Existing Credit Agreement or survive this Agreement. Notwithstanding anything to the payment contrary in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement Section 2.12(f) of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered Lenders hereby agree to the Borrower for cancellation any Original Note held by it)non-ratable repayment of certain of the Existing Lenders’ Existing Loans and agree that Section 2.12(f) shall not apply to such repayment. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it Notwithstanding anything to the Borrower for cancellation and/or amendment contrary in Section 10.01 and restatement. All amounts owing under, and evidenced by, without limited the Original Revolving Note and Original Term Note held by a Lender as effect of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to other provisions of this Agreement, each Lender agrees and shall in any event be evidenced by, affirms the amendments and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentmodifications set forth herein.

No Novation. (a) This Agreement amends, restates shall amend and supersedes restate the Existing Credit Term Loan Agreement in its entirety and entirety, with the parties hereby agreeing that there is not intended to be or operate as a no novation or an accord and satisfaction of the Existing Credit Term Loan Agreement or and from and after the effectiveness of this Agreement, the rights and obligations evidenced thereby or provided for thereunderof the parties under the Existing Term Loan Agreement shall be subsumed and governed by this Agreement. From and after the effectiveness of this Agreement, the Obligations under the Existing Term Loan Agreement shall continue as Obligations under this Agreement until otherwise paid in accordance with the terms hereof. Without limiting the generality of the foregoing foregoing, the Security Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Agreement. On and after the effectiveness of this Agreement, each reference to the “Credit Agreement” in any other Loan Document shall mean and be a reference to this Agreement. This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all “Loans” of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under (and as defined in) the Existing Credit Agreement shall on and the Restatement Effective Date become Loans hereunder other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the Facility identified below and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Existing Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement provides that certain terms survive Agreement, any other Loan Documents or the termination loan transactions governed thereby or in any way based on or related to any of the Existing Credit Agreement or survive the payment in full of principalforegoing, interest including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note claims at law or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered in equity related to the Borrower for cancellation any Original Note held rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by it[the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each Lendersuch sale and assignment is without recourse to [the][any] Assignor and, whether except as expressly provided in this Assignment and Acceptance, without representation or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held warranty by it [the][any] Assignor. 1. Assignor[s]: 2. Assignee[s]: 1 For bracketed language here and elsewhere in this form relating to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective DateAssignor(s), if requested by such ▇▇▇▇▇▇the assignment is from a single Assignor, be evidenced by choose the Revolving Note and/or Term Note received by such Lender pursuant to this Agreementfirst bracketed language. If the assignment is from multiple Assignors, and shall in any event be evidenced by, and governed by choose the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentsecond bracketed language.

No Novation. (a) This Agreement amends, restates and supersedes Other than with respect to the Existing Term Loans as expressly set forth herein, this Third Term Loan Extension Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Third Term Loan Extension Amendment in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to 7 AMERICAS 105376077 #99361847v2 the Existing Term B Loans as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Third Term Loan Extension Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Third Term Loan Extension Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Third Term Loan Extension Amendment shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original this Third Term Note, if any, held by each Lender Loan Extension Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Borrower and Bank each hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Credit Prior Loan Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.became effective

No Novation. (a) This Borrower and Bank each hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Credit Prior Loan Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Agreement amends, restates and supersedes Other than with respect to the Existing Term B Loans as expressly set forth herein, this Eleventh Term Loan Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Eleventh Term Loan Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to the Existing Term B Loans as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Eleventh Term Loan Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Eleventh Term Loan Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Eleventh Term Loan Amendment shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original this Eleventh Term Note, if any, held by each Lender Loan Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Neither this Agreement amendsnor the execution, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be delivery or operate as a novation or an accord and satisfaction effectiveness of the Existing Credit Agreement or Second Amendment shall extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Security Documents or the other Loan Documents or discharge or release the lien or priority of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Security Documents or the other Loan Documents or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, the Second Amendment, the Security Documents, the other Loan Documents or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of any of the Borrower or any other Loan Party from any of its obligations and liabilities as a “Borrower,” “Guarantor,” “Loan Party,” or “Grantor” under the Second Amendment, this Agreement, the Security Documents or any other Loan Document. Each of this Agreement and the Security Documents shall remain in full force and effect, until (as applicable) and except to any extent modified hereby or in connection herewith. Pursuant to Section 3(d) of the Second Amendment, dated as of June 3, 2019 (the “Amendment”), to the ABL Credit Agreement, dated as of May 31, 2015 (the “Credit Agreement” and the Credit Agreement, as amended by the First Amendment, dated as of September 27, 2016 and the Amendment, the “Amended Credit Agreement”; terms defined in the Amended Credit Agreement shall on being used herein as therein defined), among TTM Technologies, Inc. (the Restatement Effective Date be Obligations under this Agreement. To “Borrower”), the extent Lenders party thereto, certain other parties and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Existing “Administrative Agent”), the undersigned [INSERT TITLE OF OFFICER] of the Borrower, in such capacity and not in an individual capacity, hereby certifies as follows: Each of the representations and warranties made by any Loan Party in or pursuant to the Amendment, the Amended Credit Agreement provides that certain terms survive and the termination of the Existing Credit Agreement other Loan Documents is true and correct in all material respects (or survive the payment in full of principal, interest all respects if qualified by materiality) on and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date date hereof, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall continue to be outstanding hereunder, have been so true and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out correct as of such ▇▇▇▇▇▇’s failure earlier date. No Default or Event of Default has occurred and is continuing on the date hereof immediately prior to deliver the Original Revolving Note and/or Original Term Note held by it and immediately after giving effect to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentAmendment.

No Novation. (a) This Agreement amends, restates constitutes an amendment and restatement of and supersedes the Existing Credit Amended and Restated Loan Agreement in its entirety and is does not intended to be or operate as a novation or an accord extinguish the obligations for the payment of money outstanding under the Amended and satisfaction of the Existing Credit Restated Loan Agreement or discharge or release the obligations evidenced thereby or provided for thereunder. Without limiting Obligations (including the generality Obligations of the foregoing (iany predecessor corporations) all “Loans” under (under, and as defined in) , the Existing Credit Amended and Restated Loan Agreement except as provided herein or the Lien or priority of any mortgage, pledge, security agreement or any other security therefor except as provided herein. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byas defined in, the Original Revolving Note Amended and Original Term Note held Restated Loan Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a Lender release or other discharge of any Loan Party under the Amended and Restated Loan Agreement from any of its obligations and liabilities as of the Restatement Effective Date a “Borrower” or “Guarantor” thereunder except as provided herein. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be outstanding hereunderbe, in full force and effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and shall from is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date, if requested by Date all references in any such ▇▇▇▇▇▇, be evidenced by Loan Document to “the Revolving Note and/or Term Note received by such Lender pursuant Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to this the Original Loan Agreement or the Amended and Restated Loan Agreement shall mean the Original Loan Agreement or the Amended and Restated Loan Agreement, as applicable, as amended and shall restated and superseded by this Agreement and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent a security interest in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed Lien on, incurred by or asserted against any collateral as security for the Borrower arising out obligations of such ▇▇▇▇▇▇’s failure the Loan Parties from time to deliver time existing in respect of the Original Revolving Note Loan Agreement, the Amended and Restated Loan Agreement and the Loan Documents, such pledge, assignment and/or Original Term Note held by it to grant of the Borrower for cancellationsecurity interest or lien is hereby ratified and confirmed in all respects, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentas amended hereby or thereby.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or constitutes an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations or Guaranteed Obligations (bincluding the Obligations or Guaranteed Obligations of any predecessor corporations) On the Restatement Effective Dateunder, and as defined in, the Original Revolving NoteExisting Credit Agreement or the Lien or priority of any mortgage, if anypledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Obligations or Guaranteed Obligations outstanding under, and Original Term Noteas defined in, if anythe Existing Credit Agreement or instruments securing the same, held which shall remain in full force and effect, except as modified hereby or by each Lender instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be deemed construed as a release or other discharge of any Loan Party under the Existing Credit Agreement from any of its obligations and liabilities as a "Borrower" or "Guarantor" thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to be cancelled andwhich it is a party is, if and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Lender has requested a Revolving Note and/or Term Note hereunder, Loan Document to "the Loan Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date this Agreement and (regardless of whether any Lender shall have delivered ii) confirms and agrees that to the Borrower for cancellation extent that any Original Note held by it). Each Lender, whether such Loan Document purports to assign or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it pledge to the Borrower Agent a security interest in or Lien on, any collateral as security for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as obligations of the Restatement Effective Date shall continue Borrowers or the Guarantors from time to be outstanding hereundertime existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall confirmed in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentrespects.

No Novation. This Agreement does not extinguish the obligations for the payment of money outstanding under any of the BMHC Credit Agreement, the Stock Credit Agreement, the Stock Guaranty, or the Stock ISA, or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under any of the BMHC Credit Agreement, the Stock Credit Agreement, the Stock Guaranty, or the Stock ISA, the other Original Loan Documents or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of its obligations or liabilities under the BMHC Credit Agreement, the Stock Credit Agreement, the Stock Guaranty, the Stock ISA, or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents respectively executed in connection therewith. Each Loan Party hereby (a) This Agreement amendsconfirms and agrees that each Original Loan Document to which it is a party that is not being amended and restated concurrently herewith is, restates and supersedes the Existing Credit Agreement shall continue to be, in its entirety full force and effect and is not intended to be or operate as a novation or an accord hereby ratified and satisfaction of confirmed in all respects except that on and after the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing Effective Date, (i) all references in any such Original Loan Document to “Loansthe Credit Agreement,” under (and as defined in) “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing BMHC Credit Agreement shall on mean the Restatement Effective Date become Loans hereunder BMHC Credit Agreement as amended and restated by this Agreement, (ii) all other Obligations outstanding under references in any such Original Loan Document to “the Existing Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Stock Credit Agreement shall on mean the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Stock Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, as amended and restated by this Agreement, (iii) all references in any such Original Loan Document to “the Revolving Note Guaranty,” “thereto,” “thereof,” “thereunder” or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless words of whether any Lender shall have delivered like import referring to the Borrower for cancellation any Original Note held Stock Guaranty shall mean the Stock Guaranty as amended and restated by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall (iv) all references in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless Loan Document to “the Intercompany Subordination Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Stock ISA shall mean the Stock ISA as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that any such Original Loan Document purports to assign or pledge to any of the Agent or the Lenders or the Issuing Lender or the Bank Product Providers or to grant to any of the Agent or the Lenders or the Issuing Lender or the Bank Product Providers a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations of any Borrower or any other Loan Party, as the case may be, from time to time existing in respect of the BMHC Credit Agreement, the Stock Credit Agreement, the Stock Guaranty, the Stock ISA, or any Original Loan Document, such pledge or assignment or grant of the security interest or lien is first notified of such claim hereby ratified and is given confirmed in all respects with respect to this Agreement and the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentLoan Documents.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is shall not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality payment of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date be Obligations obligations outstanding under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive instruments securing the payment same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement any of the Existing Credit Agreement. (b) On Loan Parties under any Loan Document from any of its obligations and liabilities as Borrower, Guarantor or pledgor under any of the Restatement Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the Original Revolving Notedate of this Agreement shall continue to be effective and, if anyunless the context otherwise requires, and Original Term Note, if any, held by each Lender any reference to the “Credit Agreement” contained therein shall be deemed to be cancelled andrefer to this Agreement. Notwithstanding the foregoing, if such Lender has the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it)Agents. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byIn Witness Whereof, the Original Revolving Note and Original Term Note held by a Lender parties hereto have caused this Agreement to be duly executed as of the Restatement Effective Date shall continue to be outstanding hereunderdate first above written. CL Media Holdings LLC, as Borrower By: Name: Title: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and shall from and after the Restatement Effective DateCollateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, if requested by such ▇▇▇▇▇▇L.P., be evidenced by the Revolving Note and/or Term Note received by such as Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.By: Name: Title:

No Novation. (a) This The Loan Parties, the Administrative Agent and the Lenders hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction provisions of the Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations Loan Parties outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall on the Restatement Effective Date be Obligations under this Agreement. To remain in full force and effect, except to the extent that the Existing Credit terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement provides that certain terms survive shall be construed as a release or other discharge of the termination Loan Parties, or any guarantor from any of its obligations or liabilities under the Existing Credit Agreement or survive any of the payment notes, security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. The Loan Parties hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of principallike import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirm and agree that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Administrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the benefit of the Lenders, a security interest and all other amounts payable thereunderin or lien on, then such terms shall survive any collateral as security for the amendment and restatement Obligations of the Loan Parties from time to time existing in respect of the Existing Credit Agreement. (b) On , such pledge, assignment or grant of the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (aBorrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement) This Agreement amends, restates shall be and supersedes hereby are superseded in their entirety by the Existing Credit Agreement in its entirety terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as superseded by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is shall not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality payment of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date be Obligations obligations outstanding under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive instruments securing the payment same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement any of the Existing Credit Agreement. (b) On Loan Parties under any Loan Document from any of its obligations and liabilities as Borrower, Guarantor or pledgor under any of the Restatement Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the Original Revolving Notedate of this Agreement shall continue to be effective and, if anyunless the context otherwise requires, and Original Term Note, if any, held by each Lender any reference to the “Credit Agreement” contained therein shall be deemed to be cancelled andrefer to this Agreement. Notwithstanding the foregoing, if such Lender has the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it)Agents. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byIn Witness Whereof, the Original Revolving Note and Original Term Note held by a Lender parties hereto have caused this Agreement to be duly executed as of the Restatement Effective Date shall continue to be outstanding hereunderdate first above written. CL Media Holdings LLC, as Borrower By: Name: Title: Acknowledged and shall from Agreed: Bright Mountain Media, Inc., as Guarantor Name: Title: Bright Mountain, LLC, as Guarantor Name: Title: MediaHouse, Inc., as Guarantor Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and after the Restatement Effective DateCollateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, if requested by such L.P., as Lender By: Name: Title: Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Centre Lane Partners Master Credit Fund II, L.P. $ 16,416,905 100.00 % Total: $ 16,416,905 100.00 % None. None. None. 2▇▇ ▇▇▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement▇▇▇▇ ▇▇▇▇▇, and shall in any event be evidenced by▇▇▇ ▇▇▇▇, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇ ▇▇▇▇▇ 1▇▇▇ ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation▇▇, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense▇, to assert any defenses to such payment.▇▇ (WeWork, Inc.) 6▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Office space in Hertsliya, Israel

No Novation. (a) This Until this Agreement amendsbecomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, restates and supersedes the Existing Credit Agreement shall remain in its entirety full force and is effect and shall not intended to be or operate as a novation or an accord affected hereby. After the Restatement Effective Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of the Borrower under the Restated Credit Agreement and satisfaction the provisions of the Existing Credit Agreement or shall be superseded by the obligations evidenced thereby or provided for thereunderprovisions of the Restated Credit Agreement. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit foregoing, this Agreement shall on not extinguish the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Collateral Document or any security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement, in each case which shall remain outstanding after the Restatement Effective Date as modified hereby. Nothing implied herein shall be Obligations construed as a release or other discharge of the Borrower or any Subsidiary thereof under this Agreement. To any Loan Document from any of its obligations and liabilities as the extent “Borrower”, a “Grantor” or a “Guarantor” under the Existing Credit Agreement provides that certain terms survive or the termination Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On any way related to facts or events existing or occurring prior to the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes Other than with respect to the Existing 2020 Other Term B Loans as expressly set forth herein, this Seventh Term B Loan Refinancing Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Seventh Term B Loan Refinancing Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to the Existing 2020 Other Term B Loans as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Seventh Term B Loan Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Seventh Term B Loan Refinancing Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Seventh Term B Loan Refinancing Amendment shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original this Seventh Term Note, if any, held by each Lender B Loan Refinancing Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amendsNotwithstanding anything to the contrary contained herein, restates and supersedes the Existing this Credit Agreement in its entirety and is not intended to be or operate as and does not serve to effect a novation or an accord and satisfaction of the Existing Obligations. Instead it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Credit Agreement and the First Amended Credit Agreement which may be evidenced by the notes provided for therein and secured by the Collateral. The Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of the Borrower to the Agents and the Lenders under the Original Credit Agreement and the First Amended Credit Agreement, as amended and restated hereby, and that the term "Obligations" as used in the Loan Documents (or any other terms used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrower to the Agents and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower under the promissory notes, if any, to be delivered hereunder, under the Original Credit Agreement and under the First Amended Credit Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended in the extent necessary to give effect to the provisions of this Credit Agreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing First Amended Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by cross-references to the Revolving Note or Term Notecorresponding sections, as applicable, delivered hereunder on or about to this Credit Agreement. This Credit Agreement and the Restatement Effective Date (regardless other Loan Documents referred to herein set forth the entire understanding of whether any Lender shall have delivered the parties with respect to the Borrower for cancellation any Original Note held subject matter hereof. Any previous term sheets or commitment letters between the parties regarding the subject matter hereof are merged into and superseded by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is Amendment shall not intended to be or operate as constitute a novation or an accord and satisfaction of the Existing Credit Agreement or any other Loan Document. This Amendment shall not extinguish the obligations evidenced thereby Obligations outstanding under the Credit Agreement or provided for thereunderdischarge or release the Lien or priority of any Security Document or any other security therefor. Without limiting the generality Nothing herein contained shall be construed as a substitution or novation of the foregoing Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment Effective Date as modified hereby except to the extent repaid as contemplated hereby. Except as expressly set forth herein, (i) all “Loans” this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or any other Agent, in each case under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder or any other Loan Document, and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination not alter, modify, amend or in any way affect any of the Existing terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or survive any other Loan Document. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the payment Loan Parties under any Loan Document from any of its obligations and liabilities as a borrower, guarantor or pledgor under any of the Loan Documents. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement (as amended hereby) and each other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full of principal, interest force and all other amounts payable thereunder, then such terms shall survive the amendment and restatement effect. Each of the Existing Credit Agreement. (b) On Loan Parties reaffirms the Restatement Effective Date, validity of the Original Revolving Note, if any, and Original Term Note, if any, held Liens granted by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered it pursuant to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts Security Documents with all such Liens continuing in full force and effect to deliver each Original Note held by it to secure the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and Obligations after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant giving to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentAmendment.

No Novation. It is the intent of the parties hereto that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties (aincluding the Obligations) This existing under the Original Loan and Security Agreement amendsor evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates and supersedes the Existing Credit Agreement in its entirety the Original Loan and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunderSecurity Agreement. Without limiting the generality of the foregoing (i) all “Loans” Revolving Loans outstanding under (the Original Loan and as defined in) the Existing Credit Security Agreement shall on the Restatement Effective Closing Date become Revolving Loans hereunder, (ii) all Letters of Credit under the Original Loan and Security Agreement shall on the Closing Date become Letters of Credit hereunder and (iiiii) all other Obligations outstanding under the Existing Credit Original Loan and Security Agreement shall on the Restatement Effective Closing Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination Each of the Existing Credit Agreement or survive Borrowers and the payment other Obligated Parties hereby ratifies and confirms its grant of security interests and Liens in full of principalthe Collateral (including, interest without limitation, any and all Collateral granted under the Original Loan and Security Agreement and the other amounts payable thereunderLoan Documents) in which it has rights and confirms and agrees that such Collateral secures any and all of the Obligations, then such terms shall survive including, without limitation, the Revolving Loans. The Borrowers acknowledge and agree that as of the close of business on August 17, 2005, the Aggregate Revolver Outstandings under and as defined in the Original Loan and Security Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit issued under the Original Loan and Security Agreement) is $141,198,219.49. As of the date hereof, none of the Obligated Parties or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities under the Original Loan and Security Agreement. As of the date hereof immediately prior to the amendment and restatement of the Existing Credit Original Loan and Security Agreement contemplated herein, there exists no Default or Event of Default under and as defined in the Original Loan and Security Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Neither this Agreement amends, restates and supersedes nor the Existing effectiveness of the Restated Credit Agreement shall extinguish the Obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the lien or priority of any Finance Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Second Restatement Effective Date in its entirety favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Nothing herein contained including, for the avoidance of doubt, the conversion of a portion of the Revolving Credit Commitments into Revolving B Credit Commitments, shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Original Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby (including by the Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Original Credit Agreement or the Borrower or any other Obligor under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Agreement and in the Restated Credit Agreement. Without limiting the generality The Original Credit Agreement and each of the foregoing other Finance Documents shall remain in full force and effect, until and except as modified hereby (i) including by the Restated Credit Agreement). This Agreement shall constitute a Finance Document for all “Loans” under (and as defined in) purposes of the Existing Original Credit Agreement shall on and the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Restated Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor (other than Parent) further agrees that nothing in the extent the Existing Restated Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement, this Agreement or survive the payment in full of principal, interest and all any other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender Finance Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Restated Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Credit Prior Loan Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments or other Loan Documents executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents (as such term is defined in the Prior Loan Agreement) executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to Bank, or to grant to Bank a Lien on, any collateral as security for the termination Obligations of Borrower in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, Lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Agreement amends, restates and supersedes Other than with respect to the Existing Revolving Credit Loans as expressly set forth herein, this Fourth Revolving Facility Refinancing Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Fourth Revolving Facility Refinancing Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to the Existing Revolving Credit Loans as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Fourth Revolving Facility Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Fourth Revolving Facility Refinancing Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Fourth Revolving Facility Refinancing Amendment shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original this Fourth Revolving Note, if any, and Original Term Note, if any, held by each Lender Facility Refinancing Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On After the Restatement Effective Date, all the obligations of the Borrower under the Original Revolving NoteCredit Agreement shall become obligations under the Amended and Restated Credit Agreement, if anysecured by the Collateral Documents as reaffirmed hereby. Neither this Agreement nor the execution, delivery or effectiveness of the Amended and Original Term NoteRestated Credit Agreement shall extinguish the obligations for the payment of money outstanding under the Amended and Restated Credit Agreement or discharge or release the Lien or priority of the Collateral Assignment, if any, held by each Lender the Pledge Agreement or the Security Agreement or any other security therefor. Nothing herein contained shall be deemed construed as a substitution or novation of the obligations outstanding under the Original Credit Agreement or the Amended and Restated Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in any other document contemplated hereby or thereby shall be cancelled and, if such Lender has requested construed as a Revolving Note and/or Term Note hereunder, amended and restated by release or other discharge of the Revolving Note Borrower or Term Note, as applicable, delivered hereunder on any Guarantor or about the Restatement Effective Date (regardless of whether any Lender shall have delivered Grantor or any Pledgor or any party to the Borrower for cancellation Indemnity, Subrogation and Contribution Agreement or any party to the Collateral Assignment under any Collateral Document from any of its obligations and liabilities as a "Borrower", "Guarantor", "Grantor", "Pledgor", "party to the Indemnity, Subrogation and Contribution Agreement" or "party to the Collateral Assignment" under the Original Note held by it)Credit Agreement or the Collateral Documents. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, of the Original Revolving Note Credit Agreement and Original Term Note held by a Lender as of the Restatement Effective Date Collateral Documents shall continue to be outstanding hereunderremain in full force and effect, until and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment except to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim extent modified hereby or in connection herewith and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.therewith. 240 7

No Novation. (a) This Agreement amends, restates and supersedes the Existing Upon this Credit Agreement becoming effective pursuant to §11 and the reallocation and other transactions described in its entirety §1.3, from and is not intended to be or operate as a novation or an accord after the Restatement Date (i) all terms and satisfaction conditions of the Existing Credit Agreement or and any other “Loan Document” as defined therein, as amended by this Credit Agreement and the other Loan Documents being executed and delivered on the Restatement Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing parties thereto; (iii) all “Loans” under (the terms and as defined in) conditions of the Existing Credit Agreement shall on be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrowers, Lenders and Administrative Agent accruing from and after the Restatement Effective Date become Loans hereunder Date; (iii) this Credit Agreement shall not in any way release or impair the rights, duties, Obligations or Liens, if any, created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Restatement Date, except as modified hereby or as modified hereafter in accordance with the terms hereof or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens, if any, are assumed, ratified and affirmed by the Borrowers; (iiiv) all other Obligations outstanding indemnification obligations of the Borrowers and their Subsidiaries under the Existing Credit Agreement and any other Loan Documents shall on survive the Restatement Effective Date be Obligations under execution and delivery of this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive and shall continue in full force and effect for the termination benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or survive any other Loan Document at any time prior to the payment Restatement Date; (v) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Restatement Date, continue outstanding under this Credit Agreement to the extent and as set forth in full §1.3 hereof and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of principalthis Credit Agreement, interest and all this Credit Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other amounts payable thereunderrights, then such terms duties and obligations of the parties hereunder; (vi) the execution, delivery and effectiveness of this Credit Agreement shall survive the amendment and restatement not operate as a waiver of any right, power or remedy of Lenders or Administrative Agent under the Existing Credit Agreement. , nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (bvii) On any and all references in the Restatement Effective DateLoan Documents to the Existing Credit Agreement shall, without further action of the Original Revolving Noteparties, if any, and Original Term Note, if any, held by each Lender shall be deemed a reference to be cancelled andthe Existing Credit Agreement, if such Lender has requested a Revolving Note and/or Term Note hereunder, as amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and as this Credit Agreement shall in any event be evidenced by, further amended or amended and governed by the terms of, this Agreement. Each Lender hereby agrees restated from time to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymenttime hereafter.

No Novation. (a) This Until this Agreement amendsbecomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, restates and supersedes the Existing Credit Agreement and the Existing Guarantee Agreement shall remain in its entirety full force and is effect and shall not intended to be or operate as a novation or an accord affected hereby. On and satisfaction after the Restatement Effective Date, (a) all obligations of the U.S. Borrower under the Existing Credit Agreement shall become obligations of the U.S. Borrower under the Restated Credit Agreement and the provisions of the Existing Credit Agreement or shall be superseded by the provisions of the Restated Credit Agreement and (b) all obligations evidenced thereby or provided for thereunderof the Loan Parties (other than the Released Loan Parties) under the Existing Guarantee Agreement shall become obligations of the Loan Parties under the Restated Guarantee Agreement and the provisions of the Existing Guarantee Agreement shall be superseded by the provisions of the Restated Guarantee Agreement. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit foregoing, this Agreement shall on not extinguish the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or, other than with respect to the Released Loan Parties, release the Liens granted under or the priority of any Collateral Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement, in each case which shall remain outstanding on and after the Restatement Effective Date as modified hereby. Nothing implied herein (other than the provisions that apply to Released Loan Parties) shall be Obligations construed as a release or other discharge of the U.S. Borrower or any Subsidiary thereof under this Agreement. To any Loan Document from any of its obligations and liabilities as the extent “Borrower”, a “Grantor” or a “Guarantor” under the Existing Credit Agreement provides that certain terms survive or the termination Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On any way related to facts or events existing or occurring prior to the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from On and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by any reference in the Revolving Note and/or Term Note received by such Lender pursuant Loan Documents to this (a) the Existing Credit Agreement shall mean the Restated Credit Agreement, (b) the Existing Guarantee Agreement shall mean the Restated Guarantee Agreement and (c) the Existing U.S. Security Agreement shall in any event be evidenced by, and governed by mean the terms of, this Amended U.S. Security Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes Other than with respect to the Existing Term B Loans as expressly set forth herein, this Incremental Term Facility Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Fourth Incremental Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to the Existing Term B Loans as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Incremental Term Facility Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Incremental Term Facility Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Incremental Term Facility Amendment shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original this Incremental Term Note, if any, held by each Lender Facility Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Credit Original Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Original Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrower from any of the foregoing Obligations or any liabilities under the Original Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Agreement”, “thereto”, “thereof”, “thereunder” under (and as defined in) or words of like import referring to the Existing Credit Original Agreement shall on mean the Restatement Effective Date become Loans hereunder Original Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Original Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to Bank, or to grant to Bank a Lien on, any collateral as security for the termination Obligations of Borrower from time to time existing in respect of the Existing Credit Agreement Original Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, Lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects in favor of Bank and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. This Agreement does not extinguish the “Obligations” as defined in the Original Loan and Security Agreement or Original A&R Loan and Security Agreement or discharge or release such Obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the “Obligations” as defined in the Original Loan and Security Agreement, the Original A&R Loan and Security Agreement, or the other Original Loan Documents, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party from any of its “Obligations” as defined in the Original Loan and Security Agreement or Original A&R Loan and Security Agreement under the Original Loan Documents. Each Borrower hereby (a) This Agreement amends, restates confirms and supersedes the Existing Credit Agreement in its entirety and agrees that each Original Loan Document to which it is a party that is not intended being amended and restated concurrently herewith is hereby ratified and confirmed in all respects (other than any representations or warranties made as of a specific date) except that on and after the Closing Date, all references in any such Original Loan Document to be “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or operate as a novation or an accord words of like import referring to the Original Loan and satisfaction of the Existing Credit Security Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (Original A&R Loan and as defined in) the Existing Credit Security Agreement shall on mean the Restatement Effective Date become Loans hereunder Original Loan and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Security Agreement or survive the payment in full of principal, interest Original A&R Loan and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, Security Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the Revolving Note extent that any such Original Loan Document purports to assign or Term Notepledge to any of Agent, Collateral Agent, the Lenders or the Secured Parties or to grant to any of Agent, the Lenders or the Secured Parties a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations of TTD or of any other Borrower, as applicablethe case may be, delivered hereunder on or about from time to time existing in respect of the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment Loan and restatement. All amounts owing under, and evidenced bySecurity Agreement, the Original Revolving Note A&R Loan and Security Agreement or the Original Term Note held by a Lender as Loan Documents, such pledge or assignment or grant of the Restatement Effective Date shall continue to be outstanding hereunder, security interest or lien is hereby ratified and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant confirmed in all respects with respect to this Agreement, Agreement and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentLoan Documents.

No Novation. (a) This Until this Agreement amendsbecomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on remain in full force and effect and shall not be affected hereby. On and after the Restatement Effective Date become Loans hereunder and (ii) Date, all other Obligations outstanding obligations of each of the Borrowers under the Existing Credit Agreement shall on become obligations of such Borrower under the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Restated Credit Agreement provides that certain terms survive and the termination provisions of the Existing Credit Agreement or survive shall be superseded by the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement provisions of the Existing Restated Credit Agreement. (b) On Without limiting the Restatement Effective Dategenerality of the foregoing, this Agreement shall not extinguish the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Security Document or any security therefor. Nothing herein contained shall be deemed to be cancelled and, if such Lender has requested construed as a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note substitution or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as novation of the Restatement Effective Date Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement, in each case which shall continue to be remain outstanding hereunder, and shall from on and after the Restatement Effective DateDate as modified hereby. Nothing implied herein shall be construed as a release or other discharge of any Borrower or any of its Subsidiaries under any Loan Document from any of its obligations and liabilities as a “Borrower”, if requested by such ▇▇▇▇▇▇, be evidenced by a “Grantor” or a “Guarantor” (or any similar term) under the Revolving Note and/or Term Note received by such Lender pursuant to Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.19, 2.20, 2.21 and shall 9.05 of the Existing Credit Agreement as in any event effect immediately prior to the Restatement Effective Date will continue to be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees effective as to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower matters arising out of such ▇▇▇▇▇▇’s failure or in any way related to deliver the Original Revolving Note and/or Original Term Note held by it facts or events existing or occurring prior to the Borrower Restatement Effective Date. For the avoidance of doubt, this Agreement shall be a Loan Document for cancellation, subject to all purposes of the condition that no Borrower shall make any payment to any Person claiming to be Credit Agreement and the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentother Loan Documents.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amendsis not intended to and does not serve to effect a novation of the Obligations under the Existing Credit Agreement. Instead, restates and supersedes it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Credit Agreement in its entirety which is evidenced by the notes provided for therein (as amended and is not intended restated pursuant to be or operate as a novation or an accord the terms hereof) and satisfaction secured by the Collateral. Borrower, and each other Credit Party hereby acknowledges and confirms that the liens and security interests granted pursuant to the Financing Documents secure the indebtedness, liabilities and obligations of such Persons to Agent and Lenders under the Existing Credit Agreement Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Financing Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations evidenced thereby of Borrower to Agent and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under the Notes to be delivered under this Agreement, as the same may be further amended, modified, supplemented or provided for thereunderrestated from time to time. Without limiting the generality The Financing Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing (i) all “Loans” under (and as defined in) shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Financing Documents to particular section numbers in the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by cross-references to the Revolving Note or Term Notecorresponding sections, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This From and after the Closing Date, the Original Credit Agreement amendsshall be binding on the Borrowers, restates the Guarantors, the Agent, the Co-Collateral Agents, the Lenders and supersedes the other parties hereto, and the Existing Credit Agreement and the provisions thereof shall be amended, restated and replaced in its their entirety and is not intended to be or operate as a novation or an accord and satisfaction of by the Existing Original Credit Agreement or and the provisions hereof, subject to the following provisions. The Original Credit Agreement and this Agreement shall not extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality payment of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date be Obligations obligations outstanding under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive instruments securing the payment same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in the Original Credit Agreement, this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement any of the Existing Credit AgreementParties under any Loan Document from any of its obligations and liabilities as a Borrower, guarantor or pledgor under any of the Loan Documents. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from From and after the Restatement Effective Date, if requested this Agreement shall be binding on the Borrowers, the Guarantors, the Agent, the Co-Collateral Agents, the Lenders and the other parties hereto. The Original Credit Agreement and this Agreement shall not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to instruments executed concurrently herewith. Nothing implied in this Agreement, and shall Agreement or in any event other document contemplated hereby shall be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions construed as a release or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder other discharge of any such Original Note unless such Lender is first notified of such claim the Credit Parties under any Loan Document from any of its obligations and is given liabilities as a Borrower, guarantor or pledgor under any of the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentLoan Documents.

No Novation. (a) This Agreement amends, restates and supersedes does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Financing Agreement or discharge or release the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (Obligations under, and as defined in) , the Existing Credit Financing Agreement, other than obligations for the payment of the Existing Term Loan D and the discharge and release of the Obligations of the Subordinated Term Loan D Lenders under, and as defined in, the Existing Financing Agreement, or the Lien or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and as defined in, the Existing Financing Agreement or instruments securing the same, which (other than in respect of the Existing Term Loan D) shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Financing Agreement from any of its obligations and liabilities as a "Borrower" or "Guarantor" thereunder, other than obligations and liabilities of the Borrowers and the Guarantors specifically related to the Existing Term Loan D. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect without modification or replacement, except as expressly set forth herein, and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date become Loans hereunder all references in any such Loan Document to "the Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Financing Agreement shall mean the Existing Financing Agreement as amended and restated by this Agreement and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Existing Credit Agreement provides that certain terms survive Collateral Agent a security interest in or Lien on, any Collateral as security for the termination obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Credit Financing Agreement or survive and the payment in full of principalLoan Documents, interest and all other amounts payable thereundersuch pledge, then such terms shall survive the amendment and restatement assignment and/or grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or Lien is hereby ratified and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended confirmed in all respects and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding secure the Obligations hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes Amendment shall not extinguish the Existing Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment No. 4 Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a “Loan Document” for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender this Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in this Amendment and Restatement Agreement or in any other document contemplated hereby shall discharge or release the Lien or priority of any Security Document or any other security therefor or otherwise be construed as a release or other discharge of any of the Loan Parties under any Loan Document (including, for the avoidance of doubt, all Obligations under the Amended Credit Agreement) from any of its obligations and liabilities as a borrower, guarantor or pledgor under any of the Loan Documents (including, for the avoidance of doubt, all Obligations under the Amended Credit Agreement), except, in each case, to any extent modified hereby and except to the extent repaid as provided herein. [Remainder of page intentionally left blank] This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”) dated as of February [_], 2021 to that certain Credit Agreement dated as of October 25, 2018 (as amended by that certain First Amendment dated as of November 26, 2019 and that certain Second Amendment dated as of November 16, 2020 and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”) among RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“Holdings”), RESIDEO HOLDING INC., a Delaware corporation (“U.S. HoldCo 1”), RESIDEO INTERMEDIATE HOLDING INC., a Delaware corporation (“U.S. HoldCo 2”), RESIDEO FUNDING INC., a Delaware corporation (the “Borrower”), the financial institutions party thereto as Lenders and Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined in this Lender Addendum have the meanings assigned to such terms in the Amendment and Restatement Agreement. By executing this Lender Addendum as a Continuing Term B Lender, the undersigned institution agrees (A) to the terms of the Amendment and Restatement Agreement and the Amended Credit Agreement and (B) on the terms and subject to the conditions set forth in the Amendment and Restatement Agreement and the Amended Credit Agreement, to continue all of its Existing Tranche B Term Loans (or such lesser amount as the Arrangers may allocate) as Continued Term B Loans on the Amendment and Restatement Effective Date be Obligations under this AgreementDate. To The undersigned institution hereby makes the extent election to convert all of its Existing Tranche B Term Loans as set forth in the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment Register (as defined in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On as of the Restatement Effective Date, the Original Revolving Note, if any, Amendment and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered or such lesser amount as the Arrangers may allocate prior to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting Amendment and Restatement Effective Date) into Continued Term B Loans pursuant to a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to cashless conversion on the Borrower for cancellation and/or amendment Amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue pursuant to be outstanding hereunderprocedures specified by the Administrative Agent. [NAME OF INSTITUTION] By: Name: Title: If a second signature is necessary: By: Name: Title: AMENDED AND RESTATED CREDIT AGREEMENT October 25February 12, and shall from and after the Restatement Effective Date20182021 , if requested by such MUFG UNIONJPMORGAN CHASE BANK, N.A., BOFA ▇▇▇▇▇▇▇ FARGOPNC BANK, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this AgreementNATIONAL ASSOCIATION, and shall in any event be evidenced by, ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and governed by the terms of, this AgreementBorrowings 6066 SECTION 1.03. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.Terms Generally 6067

No Novation. (a) This Until this Agreement amendsbecomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, restates and supersedes the Existing Credit Agreement shall remain in its entirety full force and is effect and shall not intended to be or operate as a novation or an accord affected hereby. On and satisfaction after the Restatement Effective Date, all obligations of the U.S. Borrower and the Canadian Borrower under the Existing Credit Agreement shall become obligations of the U.S. Borrower and the Canadian Borrower, respectively, under the Restated Credit Agreement and the provisions of the Existing Credit Agreement or shall be superseded by the obligations evidenced thereby or provided for thereunderprovisions of the Restated Credit Agreement. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit foregoing, this Agreement shall on not extinguish the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Collateral Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement, in each case which shall remain outstanding on and after the Restatement Effective Date as modified hereby. Nothing implied herein shall be Obligations construed as a release or other discharge of the U.S. Borrower, the Canadian Borrower or any of their respective Subsidiaries under this Agreement. To the extent any Loan Document from any of its obligations and liabilities as a “Borrower”, a “Grantor” or a “Guarantor” under the Existing Credit Agreement provides that certain terms survive or the termination Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the Existing Credit Agreement as in effect immediately prior to the Restatement Effective Date will continue to be effective as to all matters arising out of or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On any way related to facts or events existing or occurring prior to the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from On and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by any reference in the Revolving Note and/or Term Note received by such Lender pursuant Loan Documents to this (a) the Existing Credit Agreement shall mean the Restated Credit Agreement, (b) the Existing Guarantee Agreement shall mean the Existing Guarantee Agreement as amended hereby and (c) the Existing U.S. Security Agreement shall in any event be evidenced by, and governed by mean the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentExisting U.S. Security Agreement as amended hereby.

No Novation. (a) This Second Amended and Restated Financing ----------- Agreement amends, restates and supersedes does not extinguish the obligations for the payment of money outstanding under the Existing Credit Financing Agreement in its entirety and is not intended to be or operate as a novation discharge or an accord and satisfaction of release the obligations under the Existing Credit Financing Agreement or the Lien or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations evidenced thereby outstanding under the Existing Financing Agreement or provided for instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Second Amended and Restated Financing Agreement shall be construed as a release or other discharge of any Borrower or any Guarantor under the Existing Financing Agreement from any of its obligations and liabilities as a "Borrower" or "Guarantor" thereunder. Without limiting the generality Each of the foregoing Borrowers and the Guarantors hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all “Loans” under (respects except that on and as defined in) after the Effective Date of this Amendment all references in any such Loan Document to "the Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Credit Financing Agreement shall on mean the Restatement Effective Date become Loans hereunder Existing Financing Agreement as amended and restated by this Second Amended and Restated Financing Agreement and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Existing Credit Agreement provides that certain terms survive Collateral Agent a security interest in or Lien on, any collateral as security for the termination obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Credit Financing Agreement or survive and the payment in full of principalLoan Documents, interest and all other amounts payable thereundersuch pledge, then such terms shall survive the amendment and restatement assignment and/or grant of the Existing Credit Agreementsecurity interest or Lien is hereby ratified and confirmed in all respects. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as and does not serve to effect a novation or an accord and satisfaction of the Liabilities under any of the Existing Credit Agreement or Loan Documents. Instead, it is the obligations express intention of the parties hereto to reaffirm the indebtedness created under the Existing Loan Documents which is evidenced thereby or by the notes provided for thereundertherein and secured by the Collateral. The Borrowers acknowledge and confirm that the liens and security interests granted pursuant to the Existing Loan Documents secure the indebtedness, liabilities and obligations of the Borrowers to the Lenders under each of the LTI Original Loan Agreement, the LTI Existing Loan Agreement, the LDI Original Loan Agreement and the LDI Existing Loan Agreement, as each is amended and restated in its entirety hereby, and that the term "Liabilities" as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrowers to the Lender) includes, without limitation, the indebtedness, liabilities and obligations of the Borrowers under the Note to be delivered under this Agreement and under any of the Existing Loan Documents, as amended and restated hereby, as the same may be further amended, restated, supplemented or otherwise modified from time to time. The Existing Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Without limiting the generality foregoing, each Borrower stipulates and affirms that the following financing statements are, and shall continue to be, in full force and effect: (a) UCC-1 financing statement naming LTI, as debtor, filed with the Nevada Secretary of State on July 16, 2002, as document number 2002018790-9; (b) UCC-1 financing statement naming LDI, as debtor, filed with the foregoing Nevada Secretary of State on July 16, 2002, as document number 2002018791-1; and (c) UCC-1 financing statements naming Interactive, as debtor, filed with (i) all “Loans” under (and the Nevada Secretary of State on July 16, 2002, as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder document number 2002018789-6 and (ii) all other Obligations outstanding under the Existing Credit Agreement shall Idaho Secretary of State on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principalJune 25, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note2002, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentdocument number B200209265261.

No Novation. (a) This Agreement amends, restates and supersedes Amendment shall not extinguish or otherwise modify the Existing Obligations for the payment of money outstanding under the Credit Agreement (except as otherwise expressly provided with respect to the Loan Repayment) or discharge or release or otherwise modify the Lien of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests in its entirety favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and is not intended in full force and effect with respect to all Secured Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same (except as otherwise expressly provided with respect to the Loan Repayment), which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any document contemplated hereby (i) shall by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document or (ii) shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Amendment (except as otherwise expressly provided with respect to the Loan Repayment). Without limiting the generality The Credit Agreement and each of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement other Loan Documents shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment remain in full of principalforce and effect, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender except as modified hereby. Nothing herein shall be deemed to be cancelled andentitle any Loan Party to a consent to, if such Lender has requested or a Revolving Note and/or Term Note hereunderwaiver, amended and restated by amendment, modification or other change of, any of the Revolving Note terms, conditions, obligations, covenants or Term Noteagreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered reference to the Borrower for cancellation Credit Agreement in any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing underLoan Document, and evidenced bythe terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import in the Original Revolving Note and Original Term Note held by Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a Lender as Loan Document for all purposes of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (aBorrower and Lender hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement) This Agreement amends, restates shall be and supersedes hereby are superseded in their entirety by the Existing Credit Agreement in its entirety terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as superseded by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Lender, or to grant to the Lender a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is shall not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality payment of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date be Obligations obligations outstanding under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive instruments securing the payment same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement any of the Existing Credit Agreement. (b) On Loan Parties under any Loan Document from any of its obligations and liabilities as Borrower, Guarantor or pledgor under any of the Restatement Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the Original Revolving Notedate of this Agreement shall continue to be effective and, if anyunless the context otherwise requires, and Original Term Note, if any, held by each Lender any reference to the “Credit Agreement” contained therein shall be deemed to be cancelled andrefer to this Agreement. Notwithstanding the foregoing, if such Lender has the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it)Agents. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byIn Witness Whereof, the Original Revolving Note and Original Term Note held by a Lender parties hereto have caused this Agreement to be duly executed as of the Restatement Effective Date shall continue to be outstanding hereunderdate first above written. CL Media Holdings LLC, as Borrower By: Name: Title: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and shall from and after the Restatement Effective DateCollateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, if requested by such ▇▇▇▇▇▇L.P., be evidenced by the Revolving Note and/or Term Note received by such as Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.By: Name: Title: Schedule 1 Guarantors Commitments LENDER COMMITMENT PRO RATA SHARE Schedule 5.02 Schedule 5.03 Schedule 5.07(b) Schedule 5.08

No Novation. (a) This Agreement amendsOther than with respect to the Revolving Credit Refinanced Debt Facility as expressly set forth herein, restates and supersedes this Amendment shall not extinguish the Existing Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Refinancing Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to the Revolving Credit Refinanced Debt Facility as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a “Loan Document” for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender this Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes Amendment shall not extinguish the Existing Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Amendment No. 1 Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Amendment shall constitute a “Loan Document” for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender this Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Neither this Agreement amends, restates nor the effectiveness of the Amended and supersedes Restated Credit Agreement shall extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement (except as otherwise expressly provided with respect to the Term Loan Repayment) or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests in its entirety favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement or instruments guaranteeing or securing the same (except as otherwise expressly provided with respect to the Term Loan Repayment), which shall on the Restatement Effective Date be Obligations under remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement. To , the extent Amended and Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement provides that certain or the Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the terms survive being modified as provided in this Agreement and in the termination Amended and Restated Credit Agreement (except as otherwise expressly provided with respect to the Term Loan Repayment). The Existing Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Agreement shall constitute a Loan Document for all purposes of the Existing Credit Agreement or survive and the payment in full of principal, interest Amended and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Restated Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as and does not serve to effect a novation or an accord and satisfaction of the Existing Credit Obligations. Instead it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Financing Agreement or which may be evidenced by the obligations evidenced thereby or notes provided for thereundertherein and secured by the Collateral. Without limiting Each Borrower acknowledges and confirms that the generality Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of Borrowers to Agent and the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding Lender under the Existing Credit Agreement shall on Original Financing Agreement, as amended and restated hereby, and that the Restatement Effective Date be Obligations under this Agreement. To term "Obligations" as used in the extent Loan Documents (or any other terms used therein to describe to refer to the Existing Credit Agreement provides that certain terms survive the termination indebtedness, liabilities and obligations of the Existing Credit Agreement or survive the payment in full of principalBorrowers to Agent and Lenders) includes, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Datewithout limitation, the Original Revolving Noteindebtedness, liabilities and obligations of each Borrower under the Notes, if any, to be delivered hereunder, and under the Original Term NoteFinancing Agreement, if anyall as amended and restated hereby, held by as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each Lender be deemed to be amended in the extent necessary to give effect to the provisions of this Agreement. Cross-references in the Loan Documents to particular section numbers in the Original Loan Agreement shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by cross-references to the Revolving Note or Term Notecorresponding sections, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, . This Agreement and shall in any event be evidenced by, the other Loan Documents referred to herein set forth the entire understanding of the parties with respect to the subject matter hereof. Any previous term sheets or commitment letters between the parties regarding the subject matter hereof are merged into and governed superseded by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or constitutes an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations (bincluding the Obligations of any predecessor corporations) On the Restatement Effective Dateunder, and as defined in, the Original Revolving NoteExisting Credit Agreement or the Lien or priority of any mortgage, if anypledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and Original Term Noteas defined in, if anythe Existing Credit Agreement or instruments securing the same, held which shall remain in full force and effect, except as modified hereby or by each Lender instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be deemed construed as a release or other discharge of any Loan Party under the Existing Credit Agreement from any of its obligations and liabilities as a “Borrower” or a “Guarantor” thereunder. Borrower and each Guarantor hereby (i) confirms and agrees that each Loan Document to be cancelled andwhich it is a party is, if and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Lender has requested a Revolving Note and/or Term Note hereunder, Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date this Agreement and (regardless of whether any Lender shall have delivered ii) confirms and agrees that to the Borrower for cancellation extent that any Original Note held by it). Each Lender, whether such Loan Document purports to assign or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it pledge to the Borrower Administrative Agent a security interest in or Lien on, any collateral as security for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as obligations of the Restatement Effective Date shall continue Loan Parties from time to be outstanding hereundertime existing in respect of the Existing Credit Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall confirmed in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentrespects.

No Novation. (a) This Agreement amends, restates and supersedes Other than with respect to the Existing Term B Loans as expressly set forth herein, this Tenth Term Loan Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Tenth Term Loan Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to the Existing Term B Loans as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Tenth Term Loan Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Tenth Term Loan Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Tenth Term Loan Amendment shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original this Tenth Term Note, if any, held by each Lender Loan Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This The parties hereto hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Original Credit Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing obligations of Borrowers outstanding under the Original Credit Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrowers, or any guarantor from any of its obligations or liabilities under the generality Original Credit Agreement or any of the foregoing security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Borrowers hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all “Loans” under (respects except that on and as defined in) after the Existing Closing Date all references in any such Loan Document to "the Credit Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Original Credit Agreement shall on mean the Restatement Effective Date become Loans hereunder Original Credit Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Agreement provides that certain terms survive the termination of the Existing Original Credit Agreement or survive any Loan Document executed in connection therewith purports to collaterally assign or pledge to Avidbank, or to grant to Avidbank, a security interest in or lien on, any collateral as security for the payment Obligations from time to time existing in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement respect of the Existing Original Credit Agreement. (b) On Agreements, such pledge, collateral assignment or grant of the Restatement Effective Datesecurity interest or lien is hereby ratified and confirmed in all respects as a collateral assignment, pledge or grant to Agent for the Original Revolving Note, if anyratable benefit of Lenders, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Agreement amends, restates and supersedes Other than with respect to the Existing Term A Loans as expressly set forth herein, this Term A Loan Refinancing Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Term A Loan Refinancing Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to the Existing Term A Loans as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Term A Loan Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Term A Loan Refinancing Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Term A Loan Refinancing Amendment shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original this Term Note, if any, held by each Lender A Loan Refinancing Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This The Loan Parties, the Administrative Agent and the Lenders hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction provisions of the Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations Loan Parties outstanding under the Existing Credit Agreement or instruments securing the same, which obligations shall on the Restatement Effective Date be Obligations under this Agreement. To remain in full force and effect, except to the extent that the Existing Credit terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement provides that certain terms survive shall be construed as a release or other discharge of the termination Loan Parties, or any guarantor from any of its obligations or liabilities under the Existing Credit Agreement or survive any of the payment notes, security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. The Loan Parties hereby (i) confirm and agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Loan Document to “the Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of principallike [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirm and agree that to the extent that the Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Administrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the benefit of the Lenders, a security interest and all other amounts payable thereunderin or lien on, then such terms shall survive any collateral as security for the amendment and restatement Obligations of the Loan Parties from time to time existing in respect of the Existing Credit Agreement. (b) On , such pledge, assignment or grant of the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. This Agreement does not extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor, except to the extent amended prior to the date hereof. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Original Credit Agreement, the other Original Loan Documents or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith or, in the case of the Intercreditor Agreement and Subordination Agreement (as each such term is defined in the Original Credit Agreement), terminated. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrower from any of its obligations or liabilities under the Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith, except to the extent amended prior to the date hereof. Borrower hereby (a) This confirms and agrees that each Original Loan Document (other than the Intercreditor Agreement amendsand Subordination Agreement (as each such term is defined in the Original Credit Agreement)) to which it is a party that is not being amended and restated concurrently herewith is, restates and supersedes the Existing Credit Agreement shall continue to be, in its entirety full force and effect and is not intended hereby ratified and confirmed in all respects except that on and after the Initial Borrowing Date, all references in any such Original Loan Document to be “the Credit Agreement”, “this Agreement”, “thereto”, “thereof”, “thereunder” or operate as a novation or an accord and satisfaction words of like import referring to the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Original Credit Agreement shall on mean the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Original Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, as amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date this Agreement; and (regardless of whether any Lender shall have delivered b) confirms and agrees that to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims extent that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless Loan Document purports to assign or pledge to the Lender Group or to grant to the Lender Group a security interest in or lien on, any collateral as security for the obligations of Borrower from time to time existing in respect of the Original Credit Agreement, such Lender pledge or assignment or grant of the security interest or lien is first notified of such claim hereby ratified and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentconfirmed in all respects.

No Novation. (a) This Agreement amends, restates and supersedes Other than with respect to the Existing Term Loans as expressly set forth herein, this Fourth Term Loan Extension Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Fourth Term Loan Extension Amendment in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Other than with respect to the Existing Term B Loans as expressly set forth herein, nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Fourth Term Loan Extension Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Fourth Term Loan Extension Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Fourth Term Loan Extension Amendment shall constitute a Loan Document for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original this Fourth Term Note, if any, held by each Lender Loan Extension Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Credit Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.7 AMERICAS 105376077 #99361847v2 SECTION 16

No Novation. (a) This Neither this Agreement amendsnor the execution, restates delivery or effectiveness of the Amended and supersedes the Existing Restated Credit Agreement shall extinguish the obligations for the payment of money outstanding under the 1995 ASI Credit Agreement or, except as expressly provided in its entirety and is not intended to this Agreement, discharge or release the Lien or priority of any pledge agreement or any other security therefor. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing obligations outstanding under the 1995 ASI Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments contemplated hereby or executed concurrently herewith. Except as expressly provided herein or in the Amended and Restated Credit Agreement, nothing in this Agreement, the Amended and Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of any Borrower or any Guarantor or any Pledgor under any Credit Document from any of its obligations and liabilities as a "Borrower", "Guarantor" or "Pledgor" under the 1995 ASI Credit Agreement or the obligations evidenced thereby or provided for thereunderCredit Documents. Without limiting the generality Each of the foregoing (i) all “Loans” under (and as defined in) the Existing 1995 ASI Credit Agreement and the Credit Documents shall on the Restatement Effective Date become Loans hereunder remain in full force and effect, until (iias applicable) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To and except to the extent modified hereby or in connection herewith. Notwithstanding any provision of this Agreement or the Existing Amended and Restated Credit Agreement provides that certain terms survive Agreement, the termination provisions of Sections 8.05 and 10.01 of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing 1995 ASI Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Noteincluding all defined terms used therein, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall will continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant effective as to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower matters arising out of such ▇▇▇▇▇▇’s failure or in any way related to deliver the Original Revolving Note and/or Original Term Note held by it facts or events existing or occurring prior to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentEffective Date.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or constitutes an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. Loan Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Loan Agreement or discharge or release the Obligations (bincluding the Obligations of any predecessor corporations) On the Restatement Effective Dateunder, and as defined in, the Original Revolving NoteExisting Loan Agreement or the Lien or priority of any mortgage, if anypledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and Original Term Noteas defined in, if anythe Existing Loan Agreement or instruments securing the same, held which shall remain in full force and effect, except as modified hereby or by each Lender instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be deemed construed as a release or other discharge of any Loan Party under the Existing Loan Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. Each Loan Party hereby (i) confirms and agrees that each Loan Document to be cancelled andwhich it is a party is, if and shall continue to be, in full force and effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Closing Date all references in any such Lender has requested a Revolving Note and/or Term Note hereunder, Loan Document to “the Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Loan Agreement shall mean the Existing Loan Agreement as amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date this Agreement and (regardless of whether any Lender shall have delivered ii) confirms and agrees that to the Borrower for cancellation extent that any Original Note held by it). Each Lender, whether such Loan Document purports to assign or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it pledge to the Borrower Agent a security interest in or Lien on, any collateral as security for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as obligations of the Restatement Effective Date shall continue Borrowers or the Guarantors from time to be outstanding hereundertime existing in respect of the Existing Loan Agreement and the Loan Documents, such pledge, assignment and/or grant of the security interest or lien is hereby ratified and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall confirmed in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentrespects.

No Novation. (a) This Agreement amendsUntil this Amendment becomes effective in accordance with its terms and the Amendment Effective Date shall have occurred, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on remain in full force and effect and shall not be affected hereby. On and after the Restatement Amendment Effective Date become Loans hereunder and (ii) Date, all other Obligations outstanding obligations of the Loan Parties under the Existing Credit Agreement shall on become obligations of the Restatement Effective Date be Obligations Loan Parties under this Agreement. To the extent the Existing Amended Credit Agreement provides that certain terms survive and the termination provisions of the Existing Credit Agreement or survive shall be superseded by the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement provisions of the Existing Amended Credit Agreement. (b) On Without limiting the Restatement generality of the foregoing, this Amendment shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Security Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement, in each case which shall remain outstanding on and after the Amendment Effective DateDate as modified hereby. Nothing implied herein shall be construed as a release or other discharge of Holdings, the Original Revolving NoteBorrower or any of its Subsidiaries under any Loan Document from any of its obligations and liabilities as “Holdings,” a “Borrower,” a “Grantor” or a “Guarantor” under the Existing Credit Agreement or the other Loan Documents. Notwithstanding any provision of this Amendment, if anythe provisions of Sections 2.15, 2.16, 2.17 and Original Term Note, if any, held by each Lender shall be deemed 9.03 of the Existing Credit Agreement as in effect immediately prior to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Amendment Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall will continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant effective as to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower matters arising out of such ▇▇▇▇▇▇’s failure or in any way related to deliver the Original Revolving Note and/or Original Term Note held by it facts or events existing or occurring prior to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentAmendment Effective Date.

No Novation. (a) This Agreement amends, restates and supersedes does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement in its entirety or discharge or release the Obligations under, and is not intended to be or operate as a novation or an accord and satisfaction of defined in, the Existing Revolving Credit Agreement or the obligations evidenced thereby creation, perfection or priority of any mortgage, pledge, security agreement or any other security therefor except as expressly provided for thereunderherein. Without limiting the generality Nothing herein contained shall be construed as a substitution or novation of the foregoing (i) all “Loans” under (Obligations outstanding under, and as defined in) , the Existing Revolving Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith or after the execution of the Existing Revolving Credit Agreement and prior to the Effective Date. The Letter of Credit Obligations outstanding under, and as defined in, the Existing Revolving Credit Agreement immediately prior to the Effective Date shall be Letter of Credit Obligations hereunder, all outstanding Revolving Credit Loans under, and as defined in, the Existing Revolving Credit Agreement immediately prior to the Effective Date shall be Revolving Credit Loans hereunder and all interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Revolving Credit Agreement from any of its obligations and liabilities as a "Borrower" or "Guarantor" thereunder. Each Loan Party hereby (i) confirms and agrees that each Existing Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Existing Loan Document to "the Revolving Credit Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Revolving Credit Agreement shall on mean the Restatement Effective Date become Loans hereunder Existing Revolving Credit Agreement as amended and restated by this Agreement and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that any such Existing Loan Document purports to assign or pledge to the Existing Credit Agreement provides that certain terms survive Agent a security interest in or Lien on any collateral as security for the termination obligations of the Borrowers or the Guarantors from time to time existing in respect of the Existing Revolving Credit Agreement or survive and the payment in full of principalExisting Loan Documents, interest and all other amounts payable thereundersuch pledge, then such terms shall survive the amendment and restatement assignment and/or grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, confirmed in all respects except as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it)otherwise expressly provided herein. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.DOC ID - 18336046.11

No Novation. (a) This Agreement amends, restates and supersedes does not extinguish the obligations for the payment of money outstanding under the Existing Credit Loan Agreement in its entirety and is not intended to be or operate as a novation discharge or an accord and satisfaction of release the obligations under the Existing Credit Loan Agreement or the obligations evidenced thereby lien or provided for thereunderpriority of any mortgage, pledge, security agreement or any other security therefor. Without limiting the generality Nothing herein contained shall be construed as a substitution or novation of the foregoing obligations outstanding under the Existing Loan Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any Guarantor under the Existing Loan Agreement from any of their obligations and liabilities as a “Borrower” or “Guarantor” thereunder; provided, however that any Default or Event of Default existing under the Existing Loan Agreement is hereby waived as of the Closing Date, except to the extent such Default or Event of Default constitutes a Default or Event of Default as of the Closing Date under this Agreement, as amended and restated on the Closing Date. The Borrower and each Guarantor hereby (i) confirms and agrees that, except as modified hereby or by instruments executed concurrently herewith, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Closing Date of this Agreement all references in any such Loan Document to “Loansthe Loan Agreement,” under (and as defined in) “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Existing Loan Agreement as amended and restated by this Agreement and (ii) all other Obligations outstanding under confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Agent (as defined in the Existing Credit Agreement shall on Loan Agreement) or the Restatement Effective Date be Obligations under this Agreement. To Collateral Agent a security interest in or lien on, any collateral as security for the extent obligations of the Existing Credit Agreement provides that certain terms survive the termination Borrower and Guarantors from time to time existing in respect of the Existing Credit Loan Agreement or survive and the payment in full of principalLoan Documents, interest and all other amounts payable thereundersuch pledge, then such terms shall survive the amendment and restatement assignment and/or grant of the Existing Credit Agreementsecurity interest or lien is hereby ratified and confirmed in all respects. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. This Agreement does not extinguish the obligations for the payment of money outstanding under the Third Amended and Restated Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Third Amended and Restated Credit Agreement, the other Loan Documents or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrower or any Guarantor from any of its obligations or liabilities under the Third Amended and Restated Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith. Borrower hereby (a) This Agreement amendsconfirms and agrees that each Loan Document to which it is a party that is not being amended and restated concurrently herewith is, restates and supersedes shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Existing date hereof, all references in any such Loan Document to “the Credit Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Third Amended and Restated Credit Agreement shall mean the Third Amended and Restated Credit Agreement as amended and restated by this Agreement; and (b) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to Lender or the Bank Product Providers or to grant to Lender or the Bank Product Providers a security interest in its entirety and is not intended to be or operate lien on, any collateral as a novation security for all or an accord and satisfaction any portion of any of the Existing Obligations of Borrower from time to time existing in respect of the Third Amended and Restated Credit Agreement or the obligations evidenced thereby Loan Document, such pledge or provided for thereunder. Without limiting the generality assignment or grant of the foregoing (i) security interest or lien is hereby ratified and confirmed in all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant respects with respect to this Agreement, Agreement and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentLoan Documents.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is shall not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality payment of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date be Obligations obligations outstanding under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive instruments securing the payment same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement any of the Existing Credit Agreement. (b) On Loan Parties under any Loan Document from any of its obligations and liabilities as Borrower, Guarantor or pledgor under any of the Restatement Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the Original Revolving Notedate of this Agreement shall continue to be effective and, if anyunless the context otherwise requires, and Original Term Note, if any, held by each Lender any reference to the “Credit Agreement” contained therein shall be deemed to be cancelled andrefer to this Agreement. Notwithstanding the foregoing, if such Lender has the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it)Agents. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byIn Witness Whereof, the Original Revolving Note and Original Term Note held by a Lender parties hereto have caused this Agreement to be duly executed as of the Restatement Effective Date shall continue to be outstanding hereunderdate first above written. CL Media Holdings LLC, as Borrower By: Name: Title: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and shall from and after the Restatement Effective DateCollateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, if requested by such L.P., as Lender By: Name: Title: Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Centre Lane Partners Master Credit Fund II, L.P. $ 16,416,905 100.00 % Total: $ 16,416,905 100.00 % None. None. None. 2▇▇ ▇▇▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement▇▇▇▇ ▇▇▇▇▇, and shall in any event be evidenced by▇▇▇ ▇▇▇▇, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇ ▇▇▇▇▇ 1▇▇▇ ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation▇▇, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense▇, to assert any defenses to such payment.▇▇ (WeWork, Inc.) 6▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Office space in Hertsliya, Israel

No Novation. (a) This Agreement amends, restates and supersedes Incremental Term A Loan Facility Amendment shall not extinguish the Existing Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Second Incremental Amendment Effective Date in its entirety favor of the Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and is not intended in full force and effect with respect to all Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Incremental Term A Loan Facility Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Incremental Term A Loan Facility Amendment. Without limiting the generality The Credit Agreement and each of the foregoing (i) other Loan Documents shall remain in full force and effect, until and except as modified hereby. This Incremental Term A Loan Facility Amendment shall constitute a “Loan Document” for all “Loans” under (and as defined in) purposes of the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To Each Guarantor further agrees that nothing in the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original this Incremental Term Note, if any, held by each Lender A Loan Facility Amendment or any other Loan Document shall be deemed to be cancelled and, if require the consent of such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether Guarantor to any Lender shall have delivered future amendment to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes Amendment shall not extinguish or otherwise modify the Existing Obligations for the payment of money outstanding under the Credit Agreement or discharge, release or otherwise modify the Lien of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests in its entirety favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and is not intended in full force and effect with respect to all Secured Obligations. Nothing herein contained shall be or operate construed as a novation substitution or an accord novation, or a payment and satisfaction reborrowing, or a termination, of the Existing Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same (except as otherwise expressly provided with respect to the Loan Repayment), which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any document contemplated hereby (i) shall by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document or (ii) shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any other Loan Party under any Loan Document from any of its obligations evidenced thereby or and liabilities thereunder, and such obligations are in all respects continuing with only the terms being modified as provided for thereunderin this Amendment (except as otherwise expressly provided with respect to the Loan Repayment). Without limiting the generality The Credit Agreement and each of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement other Loan Documents shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment remain in full of principalforce and effect, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender except as modified hereby. Nothing herein shall be deemed to be cancelled andentitle any Loan Party to a consent to, if such Lender has requested or a Revolving Note and/or Term Note hereunderwaiver, amended and restated by amendment, modification or other change of, any of the Revolving Note terms, conditions, obligations, covenants or Term Noteagreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered reference to the Borrower for cancellation Credit Agreement in any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing underLoan Document, and evidenced bythe terms “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof’ and words of similar import in the Original Revolving Note and Original Term Note held by Credit Agreement, shall, unless the context otherwise requires, mean the Credit Agreement as modified hereby. This Amendment shall constitute a Lender as Loan Document for all purposes of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Credit Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. (a) This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is Amendment shall not intended to be or operate as constitute a novation or an accord and satisfaction of the Existing Credit Agreement or any other Loan Document. This Amendment shall not extinguish the Obligations outstanding under the Credit Agreement or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under the Credit Agreement, which shall remain outstanding after the Amendment No. 3 Effective Date as modified hereby except to the extent repaid as contemplated hereby. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties under any Loan Document from any of its obligations evidenced thereby and liabilities as a borrower, guarantor or provided pledgor under any of the Loan Documents. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement (as amended hereby) and each other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. Each of the Loan Parties reaffirms the validity of the Liens granted by it pursuant to the Security Documents with all such Liens continuing in full force and effect to secure the Obligations after giving to this Amendment. Each Loan Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to Collateral Agent for thereunderthe benefit of the Lenders and the other Secured Parties under the Security Documents are in full force and effect, and are valid and enforceable in accordance with the Collateral Agreement and the other Security Documents. Without limiting the generality foregoing, to the extent such Loan Party granted liens on or security interests in any of its property pursuant to any such Security Document as security for the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Borrower’s Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered with respect to the Borrower for cancellation any Original Note held by it). Each LenderLoan Documents, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment such Loan Party ratifies and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender reaffirms as of the Restatement Effective Date date hereof such grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby and, further, ratifies and reaffirms as of the date hereof that the security constituted by the Security Documents and all Collateral described therein do and shall continue to be outstanding hereundersecure the payment of Obligations of the Loan Parties under the Loan Documents, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced as amended by, and governed by the terms ofafter giving effect, to this AgreementAmendment. Each Lender hereby agrees to indemnify Subsidiary Loan Party ratifies and hold harmless reaffirms its guaranty of the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it Obligations pursuant to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentSubsidiary Guaranty.

No Novation. (a) This Each Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement amendsby each such party, restates the terms and supersedes provisions of the Existing Credit Prior Loan Agreement shall be and hereby are amended, restated and superseded in its their entirety by the terms and is not intended to provisions of this Agreement. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing Credit obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations evidenced thereby shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or provided for thereunderby instruments executed concurrently herewith. Without limiting the generality Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the foregoing Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “LoansLoan and Security Agreement”, the “Loan Agreement” under (and as defined in) the Existing Credit “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall on mean the Restatement Effective Date become Loans hereunder Prior Loan Agreement as amended and restated by this Agreement; and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that the Existing Credit Prior Loan Agreement provides that certain terms survive or any Loan Document executed in connection therewith purports to assign or pledge to the termination Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any Guarantor from time to time existing in respect of the Existing Credit Agreement Prior Loan Agreement, such pledge, assignment or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender confirmed in all respects and shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender remain effective as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by first date it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentbecame effective.

No Novation. (a) This Neither this Agreement amendsnor the execution, restates and supersedes delivery or effectiveness of the Existing Fourth Amendment shall extinguish the obligations for the payment of money outstanding under the Fourth Amendment or the Credit Agreement in its entirety and is not intended to or discharge or release the Lien or priority of any Security Document or any other security therefor. Nothing herein contained shall be or operate construed as a substitution or novation or an accord and satisfaction of the Existing obligations outstanding under the Credit Agreement or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement, the Fourth Amendment or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, the Borrower or any Subsidiary Loan Party under any Loan Document from any of their respective obligations and liabilities as “Holdings”, the “Borrower”, a “Subsidiary Loan Party”, a “Pledgor” or a “Grantor” under the Credit Agreement or the obligations evidenced thereby or provided for thereunderLoan Documents. Without limiting the generality Each of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement and the Loan Documents shall on remain in full force and effect, until (as applicable) and except to any extent modified hereby or by the Restatement Effective Date become Loans hereunder Fourth Amendment or in connection herewith and therewith. IN WITNESS WHEREOF, each Reaffirming Party and Toronto Dominion (ii) all other Obligations outstanding under Texas), Inc., as Administrative Agent for the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination benefit of the Existing Credit Lenders, have caused this Agreement or survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended duly executed and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue date first above written. PAPERWEIGHT DEVELOPMENT CORP. By: Name: Title: APPLETON PAPERS INC. By: Name: Title: WTA INC. By: Name: Title: [ADDITIONAL GRANTORS] By: Name: Title: TORONTO DOMINION (TEXAS), INC. By: Name: Title: JOINDER AGREEMENT, dated as of , , made by each of the [corporations] that are signatories hereto (the “Subsidiary Borrowers”), in favor of TORONTO DOMINION (TEXAS), INC., as administrative agent (in such capacity, the “Administrative Agent”) for the several banks and other financial institutions (the “Lenders”) from time to be outstanding hereundertime parties to the Credit Agreement, dated as of November 8, 2001 by and shall among Paperweight Development Corp., a Wisconsin corporation (“Holdings”), Appleton Papers Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from and after time to time parties to the Restatement Effective DateCredit Agreement (the “Lenders”), if requested by such Bear, ▇▇▇▇▇▇▇ & Co. Inc., be evidenced by as sole lead arranger and sole bookrunner (in such capacity, the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement“Lead Arranger”), and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Bear ▇▇▇▇▇▇’s failure to deliver ▇ Corporate Lending Inc., as syndication agent (in such capacity, the Original Revolving Note and/or Original Term Note held by it to “Syndication Agent”), U.S. Bank, N.A. and LaSalle Bank National Association, each as documentation agent (in such capacity, the Borrower for cancellation“Documentation Agents”), subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such M&I ▇▇▇▇▇▇’s sole cost ▇▇ & ▇▇▇▇▇▇ Bank, as managing agent (in such capacity, the “Managing Agent”), Associated Bank, N.A., as co-agent (in such capacity, the “Co-Agent”), and expenseToronto Dominion (Texas), Inc., as administrative agent (in such capacity, the “Administrative Agent”; together with the Syndication Agent, the Documentation Agents, the Managing Agent, and the Co-Agent, the “Agents”), as the same may be amended, supplemented, waived or otherwise modified from time to assert time (the “Credit Agreement”), together with any defenses to agreement extending the maturity of, or restructuring, refunding, refinancing or increasing, all or any portion of the Indebtedness under such paymentagreement or any successor agreements (as so assumed, amended, supplemented, waived or modified).

No Novation. (a) This Agreement amends, restates and supersedes does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement in its entirety or discharge or release the Obligations under, and is not intended to be or operate as a novation or an accord and satisfaction of defined in, the Existing Credit Agreement or the obligations evidenced thereby Lien or provided for thereunderpriority of any mortgage, pledge, security agreement or any other security therefor. Without limiting the generality Nothing herein contained shall be construed as a substitution or novation of the foregoing (i) all “Loans” under (Obligations outstanding under, and as defined in, the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or Guarantor under the Existing Credit Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. Each Borrower hereby (a) confirms and agrees that the Existing Credit Agreement and Loan Documents (as defined in the Existing Credit Agreement) to which such Person is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects except that on and after the Sixth Amendment Date all references in any such “Loan Document,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations outstanding under mean the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under as amended and restated by this Agreement. To Agreement and (b) confirm and agree that to the extent that any such Loan Documents purports to assign or pledge to Administrative Agent a security interest in or Lien on, any collateral as security for the Existing Credit Agreement provides that certain terms survive the termination obligations of the Existing Credit Agreement Borrowers or survive the payment Guarantors from time to time existing in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement respect of the Existing Credit Agreement. (b) On , this Agreement and the Restatement Effective DateLoan Documents, the Original Revolving Notesuch pledge, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note assignment and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as grant of the Restatement Effective Date shall continue to be outstanding hereunder, security interest or lien is hereby ratified and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall confirmed in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentrespect.

No Novation. (a) This Agreement amends, restates and supersedes does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Loan Agreement or the obligations evidenced thereby Existing Loan Documents, or provided for thereunder. Without limiting discharge or release the generality of the foregoing (i) all “LoansObligations” under (under, and as defined in) , the Existing Credit Loan Agreement, or extinguish or affect the Lien or priority of Bank’s Lien in the Collateral or extinguish or affect any Existing Loan Document. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and as defined in, the Existing Loan Agreement or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all be construed as a release or other Obligations outstanding discharge of any Borrower, Obligor, or Guarantor, under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under Loan Agreement, any Existing Loan Document, this Agreement, or any other Loan Document. To Each Existing Loan Document (as same may be modified in connection with the extent closing contemplated by this Agreement) to which each Person is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects. For the avoidance of doubt, the 2008 Equipment Purchase Loan (as defined in the Existing Credit Loan Agreement) by this Agreement provides that certain terms survive is being amended and restated into the termination of CapEx Loan, and the 2008 Term Loan (as defined in the Existing Credit Agreement or survive Loan Agreement) prior to the payment date hereof has been repaid in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the Existing Credit Agreementfull. (b) On Each Borrower hereby unconditionally reaffirms, covenants, represents, warrants, acknowledges and confirms that (i) such Borrower has no defenses to its obligations under the Restatement Effective DateExisting Loan Agreement, the Original Revolving NoteExisting Loan Documents, if anythis Agreement and the other Loan Documents arising out of or relating to any facts or circumstances existing on or before the date hereof, known or unknown, to any Borrower, any Obligor, or any Guarantor, (ii) as of the date hereof, such Borrower has no claim against Bank arising from or in connection with the Existing Loan Agreement, the Existing Loan Documents, this Agreement or the other Loan Documents and Original Term Noteany and all such claims are waived, if anyreleased and discharged (the foregoing is not intended to waive any manifest errors in the Bank’s records with respect to the Obligations), held by (iii) each Lender shall be deemed of the Existing Loan Documents (to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, the extent not replaced or amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver Loan Documents) and each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, Loan Documents is hereby reaffirmed without qualification and shall from is and remains in full force and effect except that on and after the Restatement Effective Date, if requested Closing Date all references in any such Loan Document to “the Loan Agreement,” “thereto,” “thereof,” “thereunder” or words of like import referring to the Existing Loan Agreement shall mean the Existing Loan Agreement as amended and restated by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to and into this Agreement and therefore this Agreement, and shall constitutes the legal, valid and binding obligations of such Borrower enforceable against such Borrower in accordance with their terms, except to the extent that the enforceability thereof against such Borrower may be limited by bankruptcy, insolvency or other laws affecting the enforceability of creditors rights generally or by equity principles of general application, and (iv) the Liens granted by such Borrower in favor of the Bank under the Existing Loan Documents and the other Loan Documents secure all the Obligations, are perfected, continue in full force and effect, and have the same priority as before this Agreement, and each Borrower reaffirms each such Existing Loan Document and Loan Document, and each Borrower confirms and agrees that to the extent that any such Existing Loan Document and Loan Documents purports to grant, assign or pledge to the Bank a Lien on the Collateral as security for the Obligations, that such pledge, assignment and/or grant of the Lien is hereby ratified and confirmed in all respects, and such Borrower hereby reaffirms and grants a Lien in favor of the Bank on all such Collateral. (c) Each Capex Note amends and restates (and the Borrower expressly states that it does not constitute an extinguishment or novation of) that certain Second Amended and Restated 2008 Equipment Purchase Note dated September 30, 2013, executed by the Borrower and payable to the order of the Bank in the original principal amount of $1,000,000.00 (the “Prior Note”). No CapEx Note evidences or effects a refinancing of all or any portion of the 2008 Equipment Purchase Loan evidenced by the Prior Note, or a release or relinquishment (including, without limitation, the priority) of any or all of the Liens and security interests of the Bank in any event be evidenced by, of the Collateral. Borrower and governed by Bank acknowledge and agree that as of the terms of, date of this Agreement. Each Lender hereby agrees to indemnify and hold harmless , there are no outstanding amounts under the Borrower from and against any and all liabilitiesPrior Note. (d) AS A MATERIAL PART OF THE CONSIDERATION FOR BANK ENTERING INTO THIS AGREEMENT, lossesEACH BORROWER FOR ITSELF AND ITS OFFICERS, damagesDIRECTORS, actions or claims that may be imposed onEMPLOYEES, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellationAGENTS, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunitySUCCESSORS, at such ▇▇▇▇▇▇’s sole cost and expenseASSIGNS, to assert any defenses to such paymentAND TRUSTEES (COLLECTIVELY “RELEASOR”) HEREBY FOREVER RELEASES, FOREVER WAIVES AND FOREVER DISCHARGES BANK AND EACH OF BANK’S PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “LENDER GROUP”), FROM ANY AND ALL CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS, ACTIONS, AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR IN EQUITY, AND WHETHER ARISING UNDER, ARISING IN CONNECTION WITH, OR ARISING FROM, THIS AGREEMENT, THE EXISTING LOAN AGREEMENT, THE EXISTING LOAN DOCUMENTS AND THE OTHER LOAN DOCUMENTS OR OTHERWISE, WHETHER KNOWN OR UNKNOWN, WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED, IN EACH CASE, TO THE EXTENT EXISTING, ACCRUED OR ARISING ON OR PRIOR TO THE DATE HEREOF, WHICH RELEASOR MAY HAVE OR CLAIM TO HAVE AGAINST ANY OF THE LENDER GROUP.

No Novation. (a) This Second Amended and Restated Financing Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is does not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality payment of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations money outstanding under the Existing Credit Agreement or discharge or release the Obligations or the Lien or priority of any mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date be Obligations obligations outstanding under this Agreement. To the extent the Existing Credit Agreement provides or instruments securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Second Amended and Restated Financing Agreement shall be construed as a release or other discharge of the Borrower, any Guarantor or any other Loan Party under the Existing Credit Agreement (including the Security Agreements, the Pledge Agreements and the Guaranties) from any of its obligations and liabilities as a "Borrower", "Guarantor" or "Loan Party" thereunder. The Borrower and each other Loan Party hereby (i) confirms and agrees that certain terms survive each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the termination Effective Date of this Second Amended and Restated Financing Agreement all references in any such Loan Document to "the Credit Agreement", "thereto", "thereof", "thereunder" or words of like import referring to the Existing Credit Agreement shall mean the Existing Credit Agreement as amended and restated by this Second Amended and Restated Financing Agreement; and (ii) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Collateral Agent for the benefit of the Lenders, or to grant to the Collateral Agent for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of the Borrower, the Guarantors or any other Loan Party from time to time existing in respect of the Existing Credit Agreement or survive and the payment in full of principalLoan Documents, interest and all other amounts payable thereundersuch pledge, then such terms shall survive the amendment and restatement assignment and/or grant of the Existing Credit Agreementsecurity interest or lien is hereby ratified and confirmed in all respects. (b) On the Restatement Effective Date, the Original Revolving Note, if any, and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such payment.

No Novation. It is the intent of the parties hereto that this Agreement does not constitute a novation of the rights, obligations and liabilities of the respective parties (aincluding the Obligations) This existing under the First Amended and Restated Loan and Security Agreement amendsor evidence payment of all or any of such obligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates and supersedes the Existing Credit Agreement in its entirety the First Amended and is not intended to be or operate as a novation or an accord Restated Loan and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunderSecurity Agreement. Without limiting the generality of the foregoing (i) all “Loans” Revolving Loans outstanding under (the First Amended and as defined in) the Existing Credit Restated Loan and Security Agreement shall on the Restatement Effective Closing Date become Revolving Loans hereunder, (ii) all Letters of Credit under the First Amended and Restated Loan and Security Agreement shall on the Closing Date become Letters of Credit hereunder and (iiiii) all other Obligations outstanding under the Existing Credit First Amended and Restated Loan and Security Agreement shall on the Restatement Effective Closing Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination Each of the Existing Credit Agreement or survive Borrowers and the payment other Obligated Parties hereby ratifies and confirms its grant of security interests and Liens in full of principalthe Collateral (including, interest without limitation, any and all Collateral granted under the Original Loan and Security Agreement, the First Amended and Restated Loan and Security Agreement and the other amounts payable thereunderLoan Documents) in which it has rights and confirms and agrees that such Collateral secures any and all of the Obligations, then such terms shall survive including, without limitation, the Revolving Loans. The Borrowers acknowledge and agree that as of the close of business on January 7, 2010, the Aggregate Revolver Outstandings under and as defined in the First Amended and Restated Loan and Security Agreement (excluding the aggregate undrawn amount of all outstanding Letters of Credit under the First Amended and Restated Loan and Security Agreement) is $317,482,878.43. As of the date hereof, none of the Obligated Parties or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities under the First Amended and Restated Loan and Security Agreement. As of the date hereof immediately prior to the amendment and restatement of the Existing Credit Agreement. (b) On First Amended and Restated Loan and Security Agreement contemplated herein, there exists no Default or Event of Default under and as defined in the Restatement Effective Date, the Original Revolving Note, if any, First Amended and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended Restated Loan and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Security Agreement. Each Lender The Obligated Parties hereby agrees to indemnify irrevocably and hold harmless unconditionally release the Borrower Agents and the other Credit Providers from and against any and all liabilitiesactions, lossescauses of action, damages, actions judgments, executions and claims arising on or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it prior to the Borrower for cancellation, subject Closing Date under or with respect to the condition that no Borrower shall make First Amended and Restated Loan and Security Agreement, any payment to of the other Loan Documents (as defined in the First Amended and Restated Loan and Security Agreement) or any Person claiming to be of the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymenttransactions contemplated thereby.

No Novation. (a) This Notwithstanding anything to the contrary contained herein, this Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is shall not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or extinguish the obligations evidenced thereby or provided for thereunder. Without limiting the generality payment of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Restatement Effective Date become Loans hereunder and (ii) all other Obligations money outstanding under the Existing Credit Agreement or discharge or release the Lien or priority of any Collateral Document or any other security therefor. Nothing herein contained shall on be construed as a substitution or novation of the Restatement Effective Date be Obligations obligations outstanding under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the termination of the Existing Credit Agreement or survive instruments securing the payment same, which shall remain in full force and effect, except to any extent modified hereby or by instruments executed concurrently herewith. Nothing implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement any of the Existing Credit Agreement. (b) On Loan Parties under any Loan Document from any of its obligations and liabilities as Borrower, Guarantor or pledgor under any of the Restatement Loan Documents. The Collateral and the other Loan Documents shall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to the Original Revolving Notedate of this Agreement shall continue to be effective and, if anyunless the context otherwise requires, and Original Term Note, if any, held by each Lender any reference to the “Credit Agreement” contained therein shall be deemed to be cancelled andrefer to this Agreement. Notwithstanding the foregoing, if such Lender has the Loan Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Note, as applicable, delivered hereunder on or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it)Agents. Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced byIn Witness Whereof, the Original Revolving Note and Original Term Note held by a Lender parties hereto have caused this Agreement to be duly executed as of the Restatement Effective Date shall continue to be outstanding hereunderdate first above written. CL Media Holdings LLC, as Borrower By: Name: Title: Acknowledged and shall from Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and after the Restatement Effective DateCollateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, if requested by such L.P., as Lender By: Name: Title: Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Total: $16,416,905 100.00% None. None. None. 2▇▇ ▇▇▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement▇▇▇▇ ▇▇▇▇▇, and shall in any event be evidenced by▇▇▇ ▇▇▇▇, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇ ▇▇▇▇▇ 1▇▇▇ ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation▇▇, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense▇, to assert any defenses to such payment.▇▇ (WeWork, Inc.) 6▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Office space in Hertsliya, Israel

No Novation. (a) This Agreement amends, restates constitutes an amendment and restatement of and supersedes the Existing Credit Financing Agreement in its entirety and is does not intended to be or operate as a novation or an accord and satisfaction extinguish the obligations for the payment of money outstanding under the Existing Credit Financing Agreement or discharge or release the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (Obligations under, and as defined in) , the Existing Credit Financing Agreement or the Lien or priority of any mortgage, pledge, security agreement or any other security therefor except as provided herein. Nothing herein contained shall be construed as a substitution or novation of the Obligations outstanding under, and as defined in, the Existing Financing Agreement or any of the instruments securing the same, which shall remain in full force and effect, except as expressly modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Loan Party under the Existing Financing Agreement from any of its obligations and liabilities as a "Borrower" or "Guarantor" thereunder except as provided herein. Each Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date become Loans hereunder all references in any such Loan Document to "the Financing Agreement," "thereto," "thereof," "thereunder" or words of like import referring to the Existing Financing Agreement shall mean the Existing Financing Agreement as amended and restated and superseded by this Agreement and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Restatement Effective Date be Obligations under this Agreement. To confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to the Existing Credit Agreement provides that certain terms survive Collateral Agent or any Lender a security interest in, or Lien on, any collateral as security for the termination obligations of the Loan Parties from time to time existing in respect of the Existing Credit Financing Agreement or survive and the payment in full of principalLoan Documents, interest and all other amounts payable thereundersuch pledge, then such terms shall survive the amendment and restatement assignment and/or grant of the Existing Credit Agreement. (b) On the Restatement Effective Date, the Original Revolving Note, if any, security interest or lien is hereby ratified and Original Term Note, if any, held by each Lender shall be deemed to be cancelled and, if such Lender has requested a Revolving Note and/or Term Note hereunder, amended and restated by the Revolving Note or Term Noteconfirmed in all respects, as applicable, delivered hereunder on amended hereby or about the Restatement Effective Date (regardless of whether any Lender shall have delivered to the Borrower for cancellation any Original Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver each Original Note held by it to the Borrower for cancellation and/or amendment and restatement. All amounts owing under, and evidenced by, the Original Revolving Note and Original Term Note held by a Lender as of the Restatement Effective Date shall continue to be outstanding hereunder, and shall from and after the Restatement Effective Date, if requested by such ▇▇▇▇▇▇, be evidenced by the Revolving Note and/or Term Note received by such Lender pursuant to this Agreement, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such ▇▇▇▇▇▇’s failure to deliver the Original Revolving Note and/or Original Term Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any such Original Note unless such Lender is first notified of such claim and is given the opportunity, at such ▇▇▇▇▇▇’s sole cost and expense, to assert any defenses to such paymentthereby.